Website Terms and Conditions of the IPC EMEA public website and the Extranet secure area.
1. About us
The ipcemea.org website and extranet (the "Website") is owned and operated by the European Independent Purchasing Company Limited trading as IPC EMEA ("IPC EMEA") whose registered office is at Rapid House, 40 Oxford Road, High Wycombe, Buckinghamshire, HP11 2EE, England and is registered in England and Wales under company number 04267249.
In these website terms and conditions (“Terms and Conditions”), IPC EMEA will be referred to as “We”, “Us”, or “Our”, and users of the Website will be referred to as “You”, “Your”, or “Yours”.
2. Use of the Website
These Terms and Conditions govern Your use of the Website. Please read these Terms and Conditions carefully before continuing to use the Website. Your use of the Website indicates Your understanding of and Your agreement to be bound by these Terms and Conditions and constitutes a binding contract between You and Us. If You do not agree to these Terms and Conditions, please stop using the Website immediately.
By using the Website, You agree to refrain from using, uploading and transmitting data that is or could be deemed to be defamatory, offensive, obscene or otherwise unlawful, or which could be offensive or offensive to others or could affect or infringe the rights of any other person.
By using the Website, You further agree:
- not to use any tools, software, files or mechanisms that could affect the proper operation of the Website or the Secure Area;
- to refrain from sharing or linking to the Website from any other website, intranet or extranet site without Our prior written consent;
- not to undertake any other actions which could affect or interrupt the Website or Our services;
- not to encourage others or allow others to do any of the above
If You do not comply with the above restrictions, You will be liable for all losses and costs (including legal costs) incurred by Us or any third party as a result of Your actions.
3. Data Protection
Any personal data that You supply to Us when using this Website will be collected, stored and processed in accordance with Our Privacy Policy which forms part of these Terms and Conditions.
4. Cookies
Information about cookies and how cookies are used on this Website can be found in Our Cookie Policy. To learn more about cookies, including which cookies are used and how to manage them and how to delete them, visit
www.allaboutcookies.org
5. Secure Area and Secure Users
There is a secured part of the website (“
Secure Area”) which is for the use by the Subway® Franchisees and their employees and the employees of IPC EMEA only (“
Secure User(s)”).
Should You be a Secure User, You will need to complete the registration process in order to access the Secure Area. In order to do so You must click on the login link on the home page of the Website and follow the instructions. We are under no obligation to accept Your application for registration and We reserve the right to suspend or terminate Your access to the Secure Area at any time if We believe that Your further use is in any way disadvantageous or detrimental to Us or other Secure Users. By registering to use the Secure Area, You confirm the accuracy and completeness of the data You provide during the registration process. You undertake to update Your registration data immediately in the event of a change.
6. Franchisee Secure Users
As a Franchisee, once You have completed the registration process as a Secure User, You will have the ability to add additional users to the Secure Area. Such additional Secure Users must be Your employees (“
Additional Secure Area Users”).
You must draw to the Additional Secure Area User’s attention the content of these Terms and Conditions.
Additional Secure Area Users must adhere to the same registration process as You.
You may restrict and/or remove an Additional Secure Area User’s access to the Secure Area at Your discretion, however We will ultimately have the final say on whether an Additional Secure Area
User can retain access to the Secure Area.
You will be personally responsible for monitoring an Additional Secure Area User’s use of the Secure Area. You will be responsible for maintaining an accurate and up to date database of Additional Secure Area Users registered to use the Secure Area. You must delete any Additional Secure Area Users access rights from the Secure Area within 48 hours of the termination of their employment and/or contractual relationship with You.
7. Intellectual Property
The Website and the data and materials (“
Material”) contained therein or provided to You are protected by copyright, database rights and trademark rights, as well as other intellectual property rights and laws around the world, and which are owned either directly by Us or by Our licensors. You are entitled to view or download the Material contained on the Website and may print it for Your personal use or for Your business use should You be a Secure User. You must not modify, alter, publish, broadcast, distribute, sell or transfer (whether in whole or in part) any Material on this Website (including in the Secure Area) underlying software code or underlying data copy or remove any Material from the Website without Our express consent. You must not modify, use or remove any copyright and trademark or other proprietary notices or intellectual property from the Website or the Secure Area without Our prior consent.
8. Links to other websites
We may occasionally include links from the Website to other websites owned and controlled by third parties or other IPC EMEA websites. These links are provided for Your convenience only and We do not endorse such websites. We have no control over and do not assume any responsibility or liability for the third party websites. You access such other websites solely at Your own risk.
9. Monitoring
We may monitor the activity and content of the Website and will take reasonable measures if We suspect that You are in breach of these Terms and Conditions, including temporarily blocking or terminating Your access to the Website and/or the Secure Area, and/or notifying authorities or regulators of Your activities.
10. Security
If You have reason to believe that access to the Secure Area has been unlawfully made using your log in details, You must promptly change your password. Please contact
alerts@ipcemea.org immediately so that We can investigate the problem. While such investigation is underway, We may need to suspend Your access to the Secure Area. Since Internet transmissions are never completely private or secure, there is a risk that messages or information that You send to us via the Website or Secure Area may be intercepted or possibly read by others.
We accept no liability for any transfer of information that You make to us and such transfers shall be at Your sole risk.
11. Disclaimer of liability and warranty
We make no representations that the Material available or made available to You on or through the Website is appropriate for your requirements. We disclaim all implied warranties and accept no liability (i) for the correctness, completeness or topicality of the information or Material contained on the Website; (ii) for the reliability, safety or stability of the Website; (iii) for access to the Website being continuous and uninterrupted (iv) for the Website being free of viruses. The Website is provided on an "as is" and "as available" basis without warranty of any kind or liability of any kind.
No information contained on the Website may be construed as legal, financial or other professional advice. You should not rely on the information contained on the Website and should always seek professional advice.
You are responsible for configuring Your own information technology, computer programmes and platform in order to access the Website. You should use Your own virus protection software.
12. Liability
We shall not be liable to You or any third party for any direct, indirect, punitive, incidental, special or consequential losses, damages, costs, claims or expenses, of whatsoever kind (“
Losses”) arising out of Your access to, or Your use of the Website or Secure Area or any Material or information contained in it whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise, even if You are aware of the possibility of such Losses. For the avoidance of doubt, We shall not be liable in any circumstances for loss of profit.
Nothing in these Terms and Conditions shall exclude or limit Our liability for death or personal injury caused by negligence or for fraud and fraudulent misrepresentation.
13. Indemnification
You agree to indemnify and hold Us and Our affiliates, officers, agents and other partners and employees harmless from and against any and all losses, liabilities, costs, claims or expenses (including reasonable legal fees) arising as a result of Your breach of these Terms and Conditions or out of or in connection with Your use of the Website.
14. Rights of third parties
No provision of these Terms and Conditions grants any third party rights in accordance with the Contracts (Rights of Third Parties) Act of 1999.
15. Waiver Notification
A delay in or decision against the enforcement of any of Our rights that We may have under these Terms and Conditions does in no way constitute a waiver of Our right and does not affect the rights We may have to assert the same or any other right at any other time or against any other person.
16. Severability
If any provision contained in these Terms and Conditions is declared invalid or unenforceable by a court or competent authority, such offending provision shall be severed from these Terms and Conditions without affecting the validity or enforceability of the remaining provisions.
17. Changes
We reserve the right to change these Terms and Conditions at any time. Any such changes will be effective from the time of posting the amended Terms and Conditions on the Website. Your continued access to or use of the Website is deemed to be Your acceptance of the amended Terms and Conditions. We encourage You to review these Terms and Conditions and the Privacy Notice from time to time as they are legally binding.
We may also modify the information and Material contained on the Website and/or the Secure Area; or We may terminate the Website or the Secure Area at any time without notice.
18. Governing Law
These Terms and Conditions are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the English Courts.
Terms and conditions between IPC EMEA and Franchisees: Member Terms and Conditions of the Extra website
1. Definitions
1.1 The following words have the following meanings:
a. "Collective Rebates" means any bulk/collective purchasing rebates or bonuses secured by IPC EMEA as a result of contracting/arranging supplies in bulk volumes
b. "IPC EMEA" means the European Independent Purchasing Company Limited
c. "The Franchisee Member" means a member of IPC EMEA
d. "The Provisions" means these agency provisions
e. "The Services" means the services, including but not limited to those services mentioned in provision 2.1, carried out by IPC EMEA as agent for and on behalf of the Franchisee Member
f. "Subway®" means Subway® International B V
g. "The Territory" means Europe.
2. Appointment
2.1 IPC EMEA is hereby appointed by the Franchisee Member as its agent to source products and services required by the Franchisee Member in order to carry out its business, and to arrange, negotiate, conclude, and as appropriate, operate contracts and arrangements with suppliers and distributors of such products and/or services on behalf of and for the benefit of the Franchisee Member.
2.2 IPC EMEA will not enter into any contracts or arrangements with suppliers or distributors on its own behalf, and any such contracts entered into by IPC EMEA shall be entered into solely as agent of the Franchisee Member, for the purpose only of securing the bulk purchasing terms available to and on which the Franchisee Member may contract as set out in provision 3.3 below.
2.3 In utilising the Services the Franchisee Member shall do so in accordance with and subject to these Provisions.
3. Provision of the Services
3.1 The sole purpose of IPC EMEA is to carry out the Services as agent on behalf of its Franchisee Members, and any other Subway® Franchisee within the Territory with whom it deems beneficial for the purpose of strengthening its position within the Territory and for the wider benefit of its Franchisee Members.
3.2 In providing the Services, IPC EMEA will utilise its bulk purchasing position for the benefit of all its Franchisee Members.
3.3 IPC EMEA will endeavour to obtain for its Franchisee Members the best possible prices and contract terms with suppliers and distributors of products and services and shall make such arrangements available to its Franchisee Members.
3.4 IPC EMEA will continually review the requirements of its Franchisee Members with a view to widening the products and services available to its Franchisee Members in accordance with these Provisions from time to time.
3.5 IPC EMEA will at all times act in the best interests of the Franchisee Member, and shall at all times and in all dealings concerning carrying out the Services disclose itself as the agent of the Franchisee Member.
3.6 In carrying out the Services IPC EMEA will at all times comply with any applicable statute, instrument, legislation, bye-law and regulation relating to the Services.
3.7 IPC EMEA will be entitled at all times to conduct its business, for the purpose of carrying out the Services, in any way it deems appropriate.
3.8 As set out herein IPC EMEA is hereby authorised to enter into any contracts and arrangements directly with suppliers and/or distributors in its capacity as agent on behalf of the Franchisee Member, and it is hereby agreed that in this event IPC EMEA shall be indemnified for any loss it may suffer, due to entering into such contract or arrangement, by each Franchisee Member in proportion to the volume of business conducted by the Franchisee Member in accordance with these Provisions.
3.9 IPC EMEA will at all times act towards the Franchisee member dutifully and in good faith.
4. Franchisee Member obligations
4.1 As required by the particular supplier or distributor the Franchisee Member shall enter into an individual contract or arrangement directly with such supplier or distributor to purchase the products or services, and IPC EMEA shall not be a party to, nor shall it be liable in respect of, any such transaction.
4.2 All payments due to suppliers and distributors in connection with products and services purchased from them by the Franchisee Member should be paid promptly by the Franchisee Member and in accordance with the payment terms of the supplier and/or distributor.
4.3 The Franchisee Member shall be responsible at all times for providing to IPC EMEA up to date details of its contact details, appropriate purchasing requirements, any changes in circumstance, or any other information which may affect its purchasing position, its relationship with suppliers and/or distributors and/or IPC EMEA.
5. Liability
5.1 IPC EMEA will not in any event be entitled to receive any benefits as a purchaser under any contract or arrangement entered into by it or any Franchisee Member with a supplier or distributor, nor shall it be subject to the obligations and liabilities arising under such contracts or arrangements, and more particularly IPC EMEA shall not be liable in any way for any loss whatsoever or howsoever arising, whether incurred by the supplier/distributor or the Franchisee Member, as a result of any such contract or arrangement, whether entered into directly by the Franchisee Member or by IPC EMEA on behalf of the Franchisee Member, and the Franchisee Member hereby waives all and any such claims it has or may have against IPC EMEA in this regard.
5.2 It is hereby acknowledged and agreed that the Franchisee Members shall in any event be deemed to be the purchasing parties in all contracts and arrangements howsoever entered into as a result of IPC EMEA carrying out the Services on behalf of the Franchisee Members.
5.3 The Franchisee Member shall at all times and from time to time indemnify IPC EMEA fully, and keep it indemnified, against any loss whatsoever or howsoever arising incurred or suffered by it in connection with carrying out its duties as agent of the Franchisee Member in accordance with these provisions.
6. Collective Rebates
6.1 Where IPC EMEA shall have secured for the benefit of its Franchisee Members any Collective Rebates from suppliers and/or distributors, these shall be paid (unless agreed otherwise between IPC EMEA and the supplier/distributor) to IPC EMEA to be dealt with as follows:
- firstly, a portion of any Collective Rebates shall be applied in reimbursing by way of a contribution the costs and expenses incurred by IPC EMEA in carrying out the Services;
- an amount (to be reasonably determined by IPC EMEA) of any surplus remaining following a payment out in accordance with provision 5.1(a) above shall be retained by IPC EMEA for the purposes of funding planned future investment by IPC EMEA, such investment to be solely for the purposes of assisting IPC EMEA in carrying out the Services more efficiently; and thereafter the surplus of any Collective Rebates remaining at the conclusion of each financial year of IPC EMEA shall be paid by IPC EMEA to each of its Franchisee Members directly in proportion to the number of open stores operated by each Franchisee Member under individual Subway® franchise agreements.
7. Duration and termination
7.1 IPC EMEA will be appointed as agent of the Franchisee Member on the date on which such person becomes a member of IPC EMEA, and subject to the provisions set out below will continue as agent of the Franchisee Member until such time as the Franchisee Member shall cease to be a member of IPC EMEA.
7.2 Following termination of the appointment of IPC EMEA as agent:
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the Franchisee Member will continue to be liable for any sums due to any supplier and/or distributor, or to IPC EMEA in accordance with these Provisions; and the Franchisee Member will cease to be entitled to receive any future Collective Rebates and to participate in or receive the benefit of, in any way whatsoever, any sums retained by IPC EMEA in accordance with provision 6.1 above.
7.3 IPC EMEA may terminate its appointment as agent of the Franchisee Member at any time immediately upon providing written notice to the Franchisee Member in the event of any of the following circumstances:
- in the event of a breach by the Franchisee Member of these provisions (and where such breach is capable of remedy, where it is not so remedied within 7 days of receipt of the notice):
- in the event that the Franchisee Member becomes insolvent or enters into any form of arrangement with his creditors;
- in the event that the Franchisee Member engages in any conduct whatsoever which is prejudicial to IPC EMEA or its members or which may be considered to damage the brand or reputation of Subway®.
- in the event that the Franchisee Member is in breach of its franchise agreement or under any form of arbitration with Subway® or otherwise deemed not to be in compliance with any Subway® requirement.
8. Notices
8.1 Any notice which is required to be given in accordance with these provisions may be given by way of first class post to the last known postal address of the party concerned and the notice will be deemed to have been given at the time when in the normal course of post it should have been delivered at the address to which it was sent.
9. Data Protection
9.1 IPC EMEA shall deal with the Franchisee Member’s personal data strictly in accordance with its privacy policy as issued from time to time, a copy of which will be provided to each new Franchisee Member on them becoming a member of IPC EMEA, and copies of which are available at any time on request to IPC EMEA and via IPC EMEA’s website.
10. General Provisions
10.1 Nothing in the Agreement shall create or be deemed to create any partnership or relationship of employer and employee between the parties.
10.2 These agency provisions may be reviewed by IPC EMEA from time to time, and IPC EMEA shall be entitled on giving reasonable notice to the Franchisee Member to effect any change to these provisions which it considers necessary in the interests of IPC EMEA and its members.
10.3 If any of these provisions is found to be void or unenforceable such provision shall be deleted from these Provisions and the remaining provisions shall continue in full force and effect.
10.4 These Provisions shall be governed by and construed in accordance with English law and both IPC EMEA and the Franchisee Member hereby submit to the exclusive jurisdiction of the English courts.