INDEXX MEMBERSHIP AGREEMENT.
In this agreement:
“You” means the person registering with the platform via our App or website indexx.global.com (our Site).
“Your Principal” means the person or organisation you represent from time to time.
“We” or “Us” means Indexx, (trading name for Sadie Foster Limited, full company details can be found HERE.
The meaning of other defined terms used in this agreement are found in Annexe 1.
1. This Membership Agreement is with you as an individual. However, if you are acting in the course of a business, please be aware that our business customers do not have all the same rights as individual consumers. You are a business customer if you are contracting with us wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
2. Membership Application Process:
2.1 When you register with our platform we will ask you to provide certain information to enable us to verify your identity and that of your Principal. We treat this information in utmost confidence, but it is necessary to ensure that we are not contracting with Restricted Persons.
2.2 To understand how we use and protect your personal data please see our Privacy Policy and Cookies Policy.
2.3 Once you have provided the registration details requested by the Platform we will endeavour to contact you to confirm we've received your request and then we contact you again (normally within one month) to confirm if we've accepted it.
2.4 If we are unable to complete our verification requirements, we may reject your application.
3. On Acceptance for Membership:
3.1 You agree:
3.1.1 To pay the Membership Fee; and
3.1.2 To abide by the terms of this agreement including the Conditions of Membership and the Additional Conditions.
3.2 We agree to provide the Membership Benefits on the terms set out in this agreement and in the Additional Conditions.
4 Membership Benefits:
Membership of the Indexx Global Networking Forum
Access to our Exclusive Digital Market Place
Professional and personal development opportunities
Access to the Indexx Trusted Trader List: a worldwide network of local service providers, endorsed by Indexx or recommended by other Members.
5 Additional Conditions:
The following terms apply to your use of our services:
· T&C for Supply of Products and Services via our Marketplace[INSERT LINK]
· Indexx Global Data Processing Agreement [INSERT LINK]
· Confidentiality Agreement (for the purpose of this Agreement you are Party 2)
6 Conditions of Membership:
6.1 You must not misuse our services or commit a Prohibited Act.
6.2 You acknowledge that as part of your Membership you will have access to Confidential Information about other Members and our Suppliers, which may include Particularly Sensitive Information (as defined in our Privacy Notice). You understand that our business is built on discretion: any breach of the Confidentiality Agreement or Data Protection Legislation will be treated as a Prohibited Act.
6.3 If you commit a Prohibited Act you may be liable to us for our Losses.
6.4 You warrant that you have disclosed the true identity of your Principal and that your Principal is not a Restricted Person. (We may ask you to update and confirm details of your Principal on an annual basis).
6.5 If you purchase products or services via our Marketplace or Trusted Traders you acknowledge and agree that we are not responsible for the contract between you and the Supplier.
6.6 You acknowledge that we have not verified all the Suppliers on our Trusted Trader network. Some Suppliers are endorsed by us and others are recommended by other Members.
6.6.1 We take reasonable steps to ensure that our Supplier’s products and services are of good quality and fit for purpose, but we are not responsible for their performance and have no liability to you under or in connection with the Supplier contract.
6.6.2 You must always read the Supplier’s contract terms carefully. We will provide all reasonable assistance to enable you to exercise your rights under such contracts, but we make no promise of performance.
6.7 If you wish to make a complaint about a Supplier, or about another Member, please contact us at info@indexx.global.
6.8 You acknowledge, on behalf of yourself and your Principal, that we receive Commissions from Suppliers and other service providers offering products and services via our Marketplace or Trusted Trader platforms or services.
6.9 We may share our Commissions with you from time to time, on a fair basis depending on the nature and frequency of the service and the Commission. We offer this solely at our discretion and we are under no contractual obligation to share Commissions with you.
6.10 You may end this agreement at any time, on giving not less than one month's notice in writing to info@indexx.global. However, you agree that, unless we are in breach of our obligations under this agreement, the Membership Fee is non-refundable.
6.11 We may end this Membership at any time on notice in writing to the email address provided at registration, if:
6.11.1 You do not pay the Membership Fee by the due date for payment.
6.11.2 You breach any of the terms of this agreement or any Additional Conditions.
6.11.3 Your Principal is or becomes a Restricted Person.
6.11.4 You are convicted of a criminal offence or are declared bankrupt.
6.11.5 We have reasonable grounds to believe that any of the above has or may happen.
7. Our liability to you is limited under this agreement.
7.1 When we talk about liability in these terms we mean every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Nothing in these terms limits any liability (whether yours or ours) which can't legally be limited, including but not limited to liability for:
Death or personal injury caused by negligence, to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977.
Fraud or fraudulent misrepresentation.
Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.3 We are not liable to you for the following losses, howsoever caused:
Loss of profits.
Loss of sales, business or goodwill.
Loss of agreements or contracts.
Loss of anticipated savings.
Any indirect or consequential loss.
For all other loss or damage our liability in any 12-month period is capped at the value of the Membership Fee.
8. Anti-Bribery and corruption
8.1 During the term of this agreement you will:
comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 or equivalent legislation for transactions in jurisdictions outside the UK (the Relevant Requirements);
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010, if such activity, practice or conduct had been carried out in the UK;
comply with Indexx’s (or any Supplier’s) Ethics, Anti-bribery and Anti-corruption Policies as notified to you from time to time (Relevant Policies);
establish, maintain and enforce its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Relevant Policies and provide such supporting evidence of compliance as we may reasonably request.
notify us (in writing) if you become aware of any breach of this clause, or have reason to believe that you have received a request or demand for any undue financial or other advantage; and
immediately notify us (in writing) if the Principal is or becomes a Restricted Person
8.2 Breach of this clause shall be deemed a material breach of this agreement and a Prohibited Act.
9. General
9.1 Your Membership starts on the date notified to you and continues on these terms for 12 months.
9.1.1 Not less than one month prior to the first anniversary of the start date (the renewal date) we will contact you to offer terms of renewal, if you are happy to continue, we will invoice you for a further Membership Fee and, payment of the fee this agreement will automatically renew for further 12-month terms.
9.1.2 If you do not wish to renew, you should notify us in writing, such notice to expire no later than the renewal date or any anniversary of the renewal date.
9.2 Neither party shall be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.
9.3 We may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that we give you prior written notice.
9.4 Confidentiality: The parties shall abide by the terms of the Confidentiality Agreement.
9.5 Entire agreement.
9.5.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
9.5.2 Each party acknowledges that in entering into this agreement 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement or the Platform.
9.6 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.7 No Waiver.
9.7.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
9.7.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
9.8 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the agreement.
9.9 Notices.
9.9.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid signed for delivery service to its address specified above; or
(ii) sent by email to the email address specified above.
9.9.2 Any notice shall be deemed to have been received:
(iii) At the date and time shown on the delivery receipt; or
(iv) if sent by email, at the time of transmission, subject to a valid delivery receipt.
or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 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.
9.10 Third Parties: This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. The rights of the parties to rescind or vary the agreement are not subject to the consent of any other person.
10. Governing law and Jurisdiction
10.1 The agreement, 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.
10.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.
Annexe 1: Definitions and Interpretation:
Defined Terms:
Assistant: means the person who has registered for an account on the Platform.
Commission: means any payment whether made in currency or in kind, provided by a Supplier to Indexx in connection with a transaction made by the Assistant or Principal which was facilitated by Indexx.
Losses: means an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses we incur arising out of or in relation to a Prohibited Act.
Membership: your membership of the Indexx Global Forum, as described on our Site.
Membership Fees: the sum notified to you when you register with us. We reserve the right to increase our membership fees on notice at any time, provided that, if you are a consumer, any increase will not apply until your membership comes up for renewal.
Restricted Person: means a politically exposed person; a foreign public official; any person or organisation against whom sanctions have been imposed; or any person whom Indexx in its sole discretion determines (including for financial, legal or reputational reasons) is a Restricted Person.
Prohibited Act: the Assistant shall not:
seek to circumvent the contractual and/or commission payment structure or to contract with any Supplier other than in accordance with these terms;
solicit, entice or attempt to entice away, a Supplier, if such dealing, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to Indexx or to vary adversely the terms upon which it conducts business with Indexx;
carry on, or be engaged, concerned or interested in, or assist in any way, any business concern which is (or intends to be) in competition with the Platform.
Supplier: any person who advertises on the Platform or who supplies or offers to supply goods or services to users of the Platform.
Interpretation
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality
(b) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision.
(c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.