TERMS AND CONDITIONS FOR BUYING AND SELLING THROUGH THE INNOVO NETWORK
1.1 Definitions. In these Conditions, the following definitions apply:
Accredited INNOVO Partners: means a partner to INNOVO that has passed the INNOVO accreditation process.
Buyer: any company who is registered on and posts a Buyer Request through the INNOVO Network. The opportunities and processes for Buyers are set out in the INNOVO Buyers Welcome Pack (document location details in Appendix 1)
Supply Contract: the supply contract between You and the Buyer/Supplier for transactions undertaken on the INNOVO Network.
Currency: means the currency stated on the Buyer Request
INNOVO Network: means the commercial network for buyers and suppliers run by INNOVO Network Ltd.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Project: the project, as set out in the Buyer Request to be provided by You under the Contract.
Buyer Request: the document detailing the buyer requirement in which You wish to buy through the INNOVO Network. Each new buyer requirement needs a new Buyer Request Document
INNBATEs: the share of cost savings negotiated by a Buyer from a Supplier on behalf of itself and other Buyers and Us, as set out in the INNOVO INNBATEs Process (document location details in Appendix 1)
Supplier: any company who is registered on the INNOVO Network with the intention of selling goods or services. The opportunities and process for Suppliers is set out in the INNOVO Suppliers Welcome Pack (document location details in Appendix 1)
Terms and Conditions: means these terms and conditions which relates to the relationship between You and INNOVO
You or Your: Your company (as detailed on Your INNOVO registration,) employees and Your suppliers, whether acting as a Buyer and or Supplier
We, Us or INNOVO: INNOVO Central Divisions Ltd, whose registered office is at Woodside House, The Ridge, Cold Ash, Thatcham, RG18 9JB, United Kingdom.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(c) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(d) a reference to writing or written includes faxes and e-mails, provided that such fax or e mail is expressly responded to in writing.
2. BASIS OF CONTRACT
2.1 These Terms and Conditions together with all the INNOVO process documents set out in Appendix 1 and the Buyer Request Document shall form the basis of the contract between You and Us (Contract).
2.2 Every new Buyer requirement shall require a separate Buyer Request, meaning that each Buyer Request entered into is a new Contract.
2.3 Each Contract shall become effective on the date specified in the Buyer Request and shall terminate on either the date set out in the Buyer Request or as terminated in accordance with these Terms and Conditions.
3. PROCUREMENT THROUGH INNOVO NETWORK
3.1 Once registered We will give You access to use the INNOVO Network to post Your Buyer Request.
3.2 You can invite your existing and new suppliers to join INNOVO Network and offer You INNBATEs. You may also be approached by Suppliers which are already registered on INNOVO Network.
3.3 You decide which Supplier You wish to buy from and negotiate a procurement deal with the Supplier as per your usual procurement process. The Supplier will offer You an INNBATE as part of this deal. You shall be responsible for concluding the legal Supply Contract between Yourself and the Supplier(s). You shall ensure that the Supply Contract is suitable for the procurement transaction agreed. At no time shall We be responsible, liable or in any way be party (except as set out in the INNBATEs process) to the legal Supply Contract between You and the Buyer / Supplier.
3.4 If You are acting as a Supplier, We shall collect the relevant INNBATEs that you have offered the Buyer in accordance with the INNOVO INNBATEs Process.
3.5 We shall distribute the relevant INNBATEs to the Buyer, good causes, introducing Accredited INNOVO Partners and INNOVO itself in accordance with the INNOVO INNBATEs process.
4. OUR OBLIGATIONS
4.1 We shall:
(a) Use all reasonable skill and care to perform Our obligations under the Contract
(b) Use reasonable endeavours to ensure the INNOVO Network is operational whenever possible
(c) Keep accurate records of all INNBATEs collected and distributed
(d) Reserve the right to decline or remove any Buyer Requests or INNBATEs which do not comply with Our Ethical Restraints Document
4.2 We shall NOT:
(a) Be responsible or liable for the quality of any goods or services, purchased or supplied through the INNOVO Network.
(b) Be liable for any Buyer or Supplier who has passed themselves off as another company or implied they are authorised to represent a company which they have no authority to do, or be responsible for any Buyer or Supplier who commits a fraud on the INNOVO Network.
(c) Be responsible or liable for the suitability or trading ethics of any Buyer or Supplier on the INNOVO Network.
(d) Supply any equipment, software (Save for the INNOVO Network) materials or premises in connection with any in connection with the INNOVO Network
(e) Be responsible or liable for obtaining and maintaining any necessary licences and consents, or for complying with all applicable laws and regulations in relation to the Buyers Request or INNBATEs or any transactions through the INNOVO Network;
(f) Provide or have any liability to You for any commercial, legal or financial advice as to the suitability of any contract negotiations between You and the Buyer/Supplier
(g) Have any liability for the Accredited INNOVO Partners. It is understood that the Accredited INNOVO Partners have passed the INNOVO accreditation process, it does not refer to or imply that these partners have any expertise other than the skills to communicate and explain INNOVO for the purpose of introducing organisations to INNOVO.
5. YOUR OBLIGATIONS
(a) Use all reasonable skill and care to perform Your obligations under the Contract
(b) Ensure that all information entered onto the INNOVO Network is accurate and kept up to date
(c) Be fully responsible and liable for any Supply Contract You entered into with any Buyer/Supplier on the INNOVO Network
(d) Ensure that any Buyer Request or INNBATEs You enter onto the INNOVO Network are not in breach of any applicable laws in the relevant jurisdiction or contravenes any national or internal regulations, codes, charters or standards in relation to environmental and social responsibility.
(e) Satisfy Yourself that any Supply Contract You enter into with any Buyer/Supplier through the INNOVO Network complies with any applicable laws in the relevant jurisdiction and complies with any national or internal regulations, codes, charters or standards in relation to environmental and social responsibility
(f) Conduct relevant due diligence and satisfy Yourself that any Buyer or Supplier whom you conduct business with through the INNOVO Network is the company they represent themselves to be, and the information posted on the INNOVO Network is correct.
You shall NOT:
a) Enter into any contract negotiations with a Buyer/Supplier introduced to You through the INNOVO Network with the exception of the Supply Contract to circumnavigate this Contract. In such circumstances INNOVO shall use all legal avenues to recover the loss to INNOVO and damages for breach of contract.
b) Post any Buyer Requests or participate in any transactions through the INNOVO Network which involve directly or indirectly any product or service detailed on the INNOVO Ethical Restraints Document
6. CHARGES AND PAYMENT
6.1 We shall not charge You for using the INNOVO Network
6.2 We shall collect and/or distribute any INNBATEs (inclusive of any sales tax due) to You in accordance with the INNOVO INNBATEs Process.
6.3 We shall pay You the share of savings due in accordance with the INNOVO Share of Savings process.
6.4 For the avoidance of doubt INNOVO shall not be liable to pay any share of savings due under the Share of Savings Process until such time as we have received such sums as set out in the INNBATEs from the Supplier.
6.5 If the Supplier fails to pay the sums set out the INNBATEs then INNOVO shall pursue such payment through the Dispute Resolution Process set out in this Contract. If the Supplier fails to pay the INNBATEs, for whatever reason, then INNOVO shall not be liable for their payment to any of the parties due to receive a share of INNBATEs under the INNBATE Process.
6.6 All payments made by INNOVO shall be paid in the Currency
6.7 All invoices shall be converted to US$ at the average currency exchange rate on the date of the invoice
6.8 If a party fails to make any payment due to the other party under this Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above HSBC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
We shall retain the right to audit any transaction through the INNOVO Network without reason or cause in accordance with the INNOVO Audit Process (document location details in Appendix 1)
8. INTELLECTUAL PROPERTY RIGHTS
Each party shall retain its Intellectual Property Rights it owned prior to entering into this Contract and all rights developed as part of this Contract unless expressly stated otherwise in the Buyer Request document.
9.1 You shall keep Us indemnified against all liabilities, costs, expenses, damages and losses (excluding any indirect or consequential losses, loss of profit, loss of reputation) and all other reasonable professional costs and expenses, suffered or incurred by Us as a result of or in connection with:
(a) any claim brought against Us for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, this Contract, to the extent that the claim is attributable to the acts or omissions of You, Your employees, agents or subcontractors; and
(b) any claim made against Us by a third party arising out of, or in connection with this Contract, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by You, Your employees, agents or subcontractors.
9.2 This clause 9 shall survive termination of the Contract.
For the duration of the Contract and for a period of 2 years thereafter, You shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on Our request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
11.1 You shall respect and keep in confidence all confidential information You become party to from INNOVO any other member of the INNOVO Network.
11.2 All information posted on the INNOVO Network is in the public domain except the following confidential information:
i) The identity of the Supplier. This is only revealed to potential Buyers that the Supplier decides that it can be revealed to.
ii) The INNBATEs offered by a Supplier. These are only revealed to potential Buyers that the Supplier decides that it can be revealed to.
11.3 The identity of the Buyer in those circumstances where the Buyer chooses not to reveal its identity at the time of posting a Buying Request.
11.4 This clause 11 shall survive termination of the Contract.
12.1 You cannot terminate any active INNBATEs until the end date of such INNBATEs.
12.2 Without limiting its other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if:
(a) You commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 calendar days of receipt of notice in writing to do so;
(b) You repeatedly breach any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
12.3 Termination of this Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including but not limited to any INNBATEs which are to be collected or distributed through transactions undertaken on the INNOVO Network.
12.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12.5 Any and all contracts made between the parties must be terminated separately, save that termination in accordance with clause 12.2 may result in all Contracts being terminated for the same reason at the same time.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract for any reason, We shall immediately delete Your Buyer Request and the INNBATEs from the INNOVO Network.
13.2 If We terminate in accordance with clause 12.2 We may at Our sole discretion delete Your registration and company details from the INNOVO Network and no longer accept any future Buyer Requests or INNBATEs or allow You to re-register on the INNOVO Network.
13.3 We shall collect or distribute any remaining INNBATEs in force until such time as the INNBATE is no longer payable/collectable.
14. DISPUTE RESOLUTION
Both parties agree to use all reasonable endeavours to resolve any disputes which may arise out of or in connection with this Contract in accordance with the INNOVO Dispute Resolution Process (document location details in Appendix 1)
15. FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Neither party may assign this Contract unless expressly agreed by the other party in writing.
Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being or by e-mail. In the case of e-mail, the sender must clearly state that the e-mail contains a formal notice to the agreement and it shall not be deemed accepted until a response acknowledging the e-mail has been received.
If any provision or part-provision of the 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 Contract.
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.6 Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
We shall advise You of any amendments made to any of the INNOVO Process Documents or this Contract, via the e-mail address You provided on Your registration to the INNOVO Network. Any new versions shall become legally binding as part of the Contract within 20 calendar days if Us notifying You, unless You expressly state in writing within 14 days of Us notifying You that You do not accept the new version. Only the latest version of each document shall be available on the INNOVO Network. Previous may be sent to You on request. Failure for You to provide the correct e-mail address, or failure to keep Your e-mail address up to date, or failure to check or remove Our e-mail address from Your spam folder shall not be acceptable as a reason for not notifying Us that You do not accept the revised version.
16.8 Jurisdiction and Governing law.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.