In these terms and conditions:
“Samera” means Samera Growth Advisors Ltd, whose address is 138 High Street, Esher KT10 9QJ;
“Samera Dental Buying Group (SDBG)” means the service provided by this agreement.
“Member” means the organisation whose Application has been accepted by Samera;
“Supplier” means any third party supplier of goods or services;
“Application” and “Acceptance” mean the electronic communication via the Website of, respectively, the Member’s online application to register as a member of SDBG and Samera’s online acceptance of it;
“Agreement” means, when accepted by Samera the content of the Application together with all of these terms and conditions; and
“Website” means Samera’s website
2.1. Member confirms that it is a registered business and that it, therefore, qualifies for SDBG membership
2.2. For the benefit of organisations qualified to join the SDBG as members, Samera has compared your existing prices and negotiated prices/rates with alternative Suppliers for various goods/ services
2.3. Member wishes to become an SDBG member from the date of Acceptance of the Application
3. Formation of contract and duration
3.1. Member’s Application is deemed to be its agreement to abide by and accept all of these terms and conditions
3.2. The Agreement will commence on the date of Acceptance and will remain in force until expiry of at least four weeks’ written notice given at any time by either party to the other.
4. Benefits of membership
4.1. SDBG members will be entitled to access Buyer’s Pricing (supplied by Suppliers) on the Website within the SDBG members’ area. The Buyer’s Pricing includes special prices/rates for SDBG members and other details of Suppliers and their products/goods/services.
4.2. During the period of Agreement, SDBG will use reasonable endeavours at all times to make Buyer’s Pricing available to SDBG members on the Website
4.3 SDBG is funded by an annual subscription detailed via the website. Registration and payment will be administered via the website.
4.4 Samera Accountancy clients will not be charged a fee to join SDBG but will be required to register to join the SDBG and abide the terms and conditions of the SDBG service.
4.3. SDBG members have no obligation to Samera or any Supplier/s to purchase any minimum, or all, of their requirements of any goods/services from any Supplier/s.
5. Member’s Obligations
5.1. Member will if and when requested by Samera, provide Samera with information on prices charged by any Supplier/s at any previous time for any goods/services supplied to Member, including providing Samera with copies of any Suppliers’ invoices to verify that Suppliers are charging prices/rates in accordance with arrangements made between Samera and Suppliers.
5.2. Member agrees to keep strictly confidential, and not disclose to any third party, all information (including in particular, but not limited to, pricing) of Samera and Suppliers provided by or through either of them
5.3. Member consents to information supplied by Member to Samera being provided to Suppliers and being included on the Website.
5.4. Member warrants to Samera that Samera’s use of any name, logo or other materials or information provided by Member for use for the purposes of Agreement, in particular inclusion on the Website, will not infringe any intellectual property or other rights of any third party.
5.5 Member consents to information from supplier being provided to Samera on a routine basis.
6. Samera’s responsibilities etc.
The Member agrees and accepts the following:
6.1. Neither Samera nor any subcontractor or agent of Samera nor any employee or officer of any of them gives any warranty or undertaking or makes any representation express or implied with respect to any of the subject matter of Agreement or as to any Supplier or its goods/services, including without limitation, as to any Supplier accepting or fulfilling any order or requirements of Member or doing so at any special price/rate, or as to any goods being of any particular quality or fit for any purpose or as to any services being carried out with any particular degree of skill or care or as to their complying with any legal or industry standards, or as to their being delivered or provided or carried out within any particular time. All such matters are for individual agreement between Member and Suppliers and should in each case be set out by Member in a contract between it and the Supplier
6.2. Samera shall not have any liability to Member for the delay in carrying out or failure to carry out, any of Samera’s obligations caused by a) Member or any Supplier b) hardware, software, telecommunications or technical or other fault or problem relating to the Website as a result of which for any reason all or any of the Website or its content is not accessible or operational for any period/s; or c) circumstances beyond the reasonable control of Samera or any subcontractor or agent of Samera or any employee or officer of either of them
6.3. Samera shall not have any liability to Member in contract, tort (including negligence or breach of statutory duty) or otherwise, howsoever and whatever the cause thereof, for any loss of bargain, loss of anticipated or other savings, or loss of availability of any goods/services, or for any special loss or damage, or for any indirect or consequential loss, damage, cost or expense, of any nature whatsoever, arising directly or indirectly out of Agreement whether or not arising from any error or defect in anything or from any performance, non-‐ performance or delayed performance by Samera or any subcontractor or agent of Samera.
6.4. Samera shall not in any circumstances have any liability to Member for any breach of contract by any Supplier or any negligent or other act or omission of any Supplier
6.5. Except to the extent that the same is due to any breach of Agreement by Samera, Member shall save Samera and any subcontractor or agent of Samera harmless from, and indemnify them against, any demands, proceedings, liabilities, losses, damage, costs (including legal costs), or expenses sustained by Member arising directly or indirectly from a) any breach of contract by any Supplier or any negligent or other act or omission of any Supplier b) any breach by Member of any contract between Member and any Supplier or any negligent or other act or omission of Member c) any infringement by Member or Samera or its subcontractor, their employees or agents, of any intellectual property rights of any third party subsisting in any materials or other things which are supplied by Member and used by Member or Samera for the purpose of Agreement
6.6. Each subclause of this clause 6 shall operate together with each other subclause as cumulative limitations/exclusions
7.1. Notices: Any notice to be given by either party to the other shall be in writing and addressed to it, in the case of Samera its address shown above and in the case of Member the address provided by it in its Application (using the postal address or fax number or email address provided as appropriate) and it will be deemed to have been served 48 hours after posting if sent by first class post, and 24 hours after transmission if sent by fax or email
7.2. Assignment: Member may not assign Agreement without the prior consent in writing of Samera.
7.3. Subcontracting and agency: Samera shall be entitled to subcontract any or all of its obligations or duties under Agreement to any other company provided that Samera shall remain as fully responsible to Member for such obligations and duties as if it had not so subcontracted them. Samera does not act as the agent of Supplier or Member for the purposes of Agreement
7.4. Whole Agreement: Agreement constitutes the entire agreement between Samera and Member with respect to its subject matter. It supersedes all prior correspondence, communications, warranties, representations, proposals, negotiations, understanding, undertakings or agreements, whether oral or written, all of which are hereby excluded, may not be relied upon and shall be of no effect
7.5. Law: Agreement shall be governed by and interpreted according to the laws of England and the parties agree to submit to the jurisdiction of the English Courts