| 1. | DEFINITIONS |
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In this Agreement, the following words and expressions shall have the following meanings, unless the context otherwise requires:
Company Homepro Ltd. (Trading as FairTrades, HomePro, Homepro.com, HomePro Insurance, and the Trade Discount Club).
Trade Discount Club The Scheme operated by the Company to obtain discounts from Merchant Partners.
Trade Discount Club Member A person, firm or company entering details on the Website(s) or on this form to be included on the Database.
Trade Discount Club Member Data Information held by the Company relating to the Trade Discount Club Member and the Trade Discount Club Member’s business that may be placed on the Website(s).
Merchant Partner The retail outlet(s) that supplies goods and/or services to the Trade Discount Club Member.
Database The database maintained by the Company relating to Trade Discount Club Members, including the Trade Discount Club Member Data.
Website(s) The worldwide internet Website(s) of the Company currently located at:-
www.tradediscountclub.co.uk
www.homepro.com
and www.fairtrades.co.uk or any other URL (uniform resource locator) which may exist.
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| 2. | ACCEPTANCE OF CONDITIONS |
| 2.1 |
By entering details on this form or the website, the Trade Discount Club Member accepts the terms of this Agreement in full.
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| 2.2 |
The Company may change the terms and conditions from time to time. The Trade Discount Club Member will be notified of any changes. The Company will assume that the Trade Discount Club Member accepts these revised terms and conditions unless the Trade Discount Club Member notifies the Company in writing within 30 days to terminate this Agreement.
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| 2.3 |
No terms or conditions other than those set forth herein or any variation thereof under Clause 10.7 shall be binding upon the Company, unless in writing and signed on behalf of both the Company and the Trade Professional.
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| 3. | TRADE DISCOUNT CLUB MEMBER OBLIGATIONS |
| 3.1 |
The Trade Discount Club Member is entitled to use the membership as long as the membership is current and has not been revoked by the Company.
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| 3.2 |
The Trade Discount Club Member agrees to pay all sums due to the Merchant Partner within the agreed terms of the Merchant Partner’s invoice(s) for the supply of goods and/or services to the Trade Discount Club Member.
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| 4. | THE COMPANY’S OBLIGATIONS |
| 4.1 |
The Company shall maintain relationships with the Merchant Partner to allow the Trade Discount Club Member to obtain goods and/or services at discounted rates, as agreed between the Company and the Merchant Partner.
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| 5. | TERM AND TERMINATION |
| 5.1 |
This agreement will continue for a minimum of one year from start date of the agreement. Thereafter, the contract will be automatically renewed for a further year on an annual basis, at which point, subject to clause 5.2 it may be terminated by either party with no less than 30 days written notice.
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| 5.2 |
Either party may terminate this Agreement forthwith by written notice if the other commits any material breach of any term hereof and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same.
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| 6. | TRADE DISCOUNT CLUB DATA |
| 6.1 |
The Trade Discount Club Member confirms that the information provided to the Company has been collected legally and in accordance with privacy, data protection and other relevant laws and that the Company shall have the right to contact any referees provided by the Trade Discount Club Member, in order to obtain additional Trade Discount Club Member Data.
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| 6.2 |
The Trade Discount Club Member confirms that the Company shall have the right to use and publish or otherwise distribute all Trade Discount Club Member Data provided by the Trade Discount Club Member and/or the Trade Discount Club Member referees, in all media and in all formats.
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| 6.3 |
as it deems desirable for its effective exploitation and the Trade Discount Club Member acknowledges that the Company is entitled to withhold or disseminate, throughout the world, the Trade Discount Club Member Data unconditionally and in its absolute discretion, including for the further use of the Merchant Partner as the Merchant Partner deems desirable. The Trade Discount Club Member also acknowledges that Trade Discount Club Member Data will be provided by referees and that the Company does not accept any liability for such data.
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| 6.4 |
The Trade Discount Club Member agrees to:
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| 6.4.1 |
provide true, accurate, current and complete information when providing details to the Company; and
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| 6.4.2 |
notify the Company immediately of any changes to the Trade Discount Club Member Data.
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| 6.5 |
The Trade Discount Club Member agrees not to impersonate any other person or entity or to use a false name or a name that the Trade Discount Club Member is not authorised to use.
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| 6.6 |
All Trade Discount Club Member Data is subject to the Company’s approval. The Company does not undertake to review any Trade Discount Club Member Data and any such review of, and approval by, the Company shall not be deemed to constitute an acceptance by the Company that any Trade Discount Club Member Data is provided in accordance with this Agreement nor shall it constitute a waiver of the Company’s rights hereunder. The Company reserves the right at any time, at its sole discretion, to reject or cancel any Trade Discount Club Member Data.
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| 6.7 |
By accepting this Agreement, the Trade Discount Club Member expressly consents to uses and disclosures of its personal information as set out in the Company’s then current privacy policies, which are incorporated herein by reference. The Company’s privacy policy is available on the Website(s) and from the Company on request.
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| 6.8 |
The Trade Discount Club Member confirms that the Company shall have the right to obtain details of the Trade Discount Club Member’s use of account(s) held with the Merchant Partner.
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| 7. | INTELLECTUAL PROPERTY RIGHTS |
| 7.1 |
To the extent that all copyright and other intellectual property rights throughout the world in Trade Discount Club Member Data do not vest in the Company by operation of law, the Trade Discount Club Member hereby grants to the Company (free of charge) an exclusive, perpetual, royalty-free licence to use the Trade Discount Club Member Data for any purpose. For the avoidance of doubt, all copyright and other intellectual property rights throughout the world in the Trade Discount Club Member Data which vest in the Company by operation of law shall remain vested in the Company.
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| 7.2 |
The Trade Discount Club Member hereby acknowledges that all present and future copyright and other intellectual property rights subsisting in or used in connection with the Database and/or the Website(s) (the Rights), including the manner in which the Database and/or the Website(s) are presented or appear and all information and documentation relating thereto is the property of the Company and nothing contained herein shall be construed so as to transfer any such rights to the Trade Discount Club Member.
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| 7.3 |
Without prejudice to the generality of the foregoing, if and to the extent that the Trade Discount Club Member owns any or all of the Rights, the Trade Discount Club Member hereby irrevocably and unconditionally assigns the Rights, with full title guarantee, to the Company for the full period of copyright and all renewals extensions and/or revivals thereof and thereafter in perpetuity, throughout the world.
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| 8. | WARRANTY/INDEMNITY |
| 8.1 |
The Trade Discount Club Member warrants and undertakes that all information contained in the Trade Discount Club Member Data supplied by the Trade Discount Club Member shall be true and accurate and fairly obtained and shall not contain any defamatory material nor prejudice or infringe any copyright, right of privacy or publicity or similar right of any third party and that the Company may enjoy quiet possession of the Trade Discount Club Member Data free from any disturbance, charge or encumbrance.
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| 8.2 |
The Trade Discount Club Member agrees to indemnify the Company forthwith on demand and hold the Company harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by the Company in connection with any claims, actual or threatened, of any kind arising from the Trade Discount Club Member Data or other information supplied to the Company by the Trade Discount Club Member (including without limitation any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices);
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| 9. | LIMITATION OF LIABILITY |
| 9.1 |
While every reasonable care will be taken in respect of the Trade Discount Club Member Data, the Company cannot accept liability for any Trade Discount Club Member Data made available to the Merchant Partner (whether or not any such liability is occasioned by the Company’s fault or negligence or otherwise).
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| 9.2 |
Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising therefrom, are hereby expressly excluded to the extent permitted by law.
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| 9.3 |
In any event neither party shall be liable to the other in contract, tort, negligence or otherwise for any consequential, special, secondary or indirect loss, injury or damage or loss of business, contracts, or damage to goodwill, profits or anticipated savings, even if such loss was reasonably foreseeable or one party had been advised of the possibility of the other incurring the same.
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| 9.4 |
Each of the provisions of this Clause 9 shall be construed separately and independently of the others.
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| 10. | GENERAL |
| 10.1 |
If any provisions hereof are held to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby
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| 10.2 |
The Trade Discount Club Member may not assign, transfer or sub-contract any of its rights hereunder without the prior written consent of the Company. The Company may assign, transfer or sub-contract all or any of its rights hereunder.
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| 10.3 |
Any express or implied waiver by the Company of any term or condition hereof or any breach or default by the Trade Discount Club Member may be terminated by the Company at any time. No such waiver shall constitute a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or default or from enforcing any term or condition hereof.
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| 10.4 |
This Agreement constitutes the entire agreement between the Company and the Trade Discount Club Member as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral (other than fraudulent misrepresentation). The Trade Discount Club Member acknowledges that no reliance is placed on any representation made but not embodied herein.
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| 10.5 |
The provisions of Clauses 7, 8, 9 and 10.5 shall survive termination of this Agreement.
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| 10.6 |
Any notice to be given under this Agreement may be given via email, regular mail, facsimile or by hand to the address provided on the Website(s) and/or the Database or otherwise as notified by one party to the other.
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| 10.7 |
Any variation to this Agreement shall only be binding if it is recorded in a document signed by a representative of each party except as laid out in 2.2.
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| 10.8 |
Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
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| 10.9 |
This Agreement shall be subject to the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the English court.
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