Novo-K Limited, a company registered in England and Wales (Company Number 10250341) whose registered
office is at 17 Dukes Ride, First Floor, Crowthorne, Berkshire, England, RG45 6LZ. VAT registration number GB
257 836 465. In these terms and conditions, we refer to Novo-K Limited as ‘Novo-K Ltd’, ‘Novo-K’, ‘NK’, ‘us’,
‘we’ or ‘our’. The term ‘you’ or ‘ESPC Member’ refers to the Member organisation named on the Membership
Form Application which we have accepted. Hereafter the use of Party or Parties can also apply.
These terms and conditions (referred to as these ‘Terms and Conditions’) govern our relationship with you, as
a ESPC Member, and your use of our Member Services, except where we expressly state that separate terms
(and not these) apply. We will refer to our relationship with you throughout these Terms and Conditions as
your ‘Membership’.
DEFINITIONS
Intellectual Property Rights: copyright, database rights, rights to use, and protect the confidentiality of,
confidential information, rights in passing-off, rights to domain names, registered and unregistered designs,
trademarks, business names, rights in get-up, patents, rights to inventions or other industrial or 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;
Materials: all materials used by and/or made available by Novo-K relating to the Membership Services
including but not limited to any written content, newsletters, conference materials, advertising, brochures,
publicity material, invitations, the Novo-K website, branding or logos and any content produced and/or
included on the Members Portal by or on behalf of Novo-K;
Member: a fully paid-up member of Novo-K’s ESPC (being the organisation named on a Membership
Application Form which we have accepted) and “Members” shall be construed accordingly;
Member Benefits or Services: the services (may also be referred to as benefits or services interchangeably)
provided by Novo-K for the benefit of Members subject to these Terms and Conditions, a brief description of
which are set out here: https://www.novo-k.com/elite-sport-procurement-collective/
Membership Fee: the fee payable for membership as detailed below in these terms and conditions; and
Membership Term: the period of valid membership as detailed below in these terms and conditions.
‘Person’ means either an individual or company or business for the purposes of Membership.
MEMBERSHIP
MEMBERSHIP TERM
Membership is valid for an initial 12 (twelve) month period. The Membership term will commence on 1st of
the following month from the date on which Novo-K receives the payment. Novo-K will notify you in writing it
has accepted your application for membership which is referred to as a ‘Membership Term’ in these Terms and
Conditions. Membership will renew automatically on an annual basis unless terminated by either party in
accordance with these Terms and Conditions.
MEMBERSHIP FEE
The Membership Fee is currently £2,364 + VAT per annum paid monthly or £2,250 paid in advance for 12
months. You can pay the Membership Fee by Stripe or Invoice (only available if the full membership fee is paid
in full at the commencement of the Membership Term).
We reserve the right to review and amend the aforementioned Membership Fee on an annual basis and will
always notify the ESPC Member of any such amendments to their Membership Fee in writing a minimum of 30
(thirty) days’ notice in advance of such amendments taking place.
Novo-K will issue an invoice or payment link upon your acceptance as an ESPC Member and 1 (one) month
prior to the start of each renewed Membership Term thereafter.
All invoices issued by Novo-K to the ESPC Member under these Terms and Conditions are payable within 30
(thirty) days of the date thereof. If you fail to make a payment under these Terms and Conditions by such due
date, then, without limiting our remedies under “Termination of Membership” below, Novo-K will immediately
suspend your Membership until your Membership is paid for in full. If you fail to pay your Membership Fee for
any period of 60 (sixty) days from date of invoice then your Membership will be considered terminated and
any Membership rights, benefits, communications, any services, or benefits will immediately cease without
further notice.
You shall pay all amounts due under these Terms and Conditions in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by law).
CANCELLATION OF MEMBERSHIP
Within 14 days of joining: There is a 14-day cooling off period. During the 14-day period following acceptance
of your application for membership you can terminate your membership and Novo-K will refund any
membership fee you have paid prior to terminating your membership.
During the membership term: Membership is granted on the basis of an initial 12 (twelve) month term and
can be terminated by either Party during the Membership Term as set out below. If you have any questions
about your membership, please email ESPC@novo-k.com with your details and we will deal with your case on
an individual basis
TERMINATION OF MEMBERSHIP
The ESPC Member may terminate Membership with no less than 30 (thirty) days written notice to be provided
in writing to ESPC@novo-k.com in advance of the end of the initial 12 (twelve) month Membership Term. If the
ESPC Member does not terminate the Membership, it shall automatically renew for a further Membership
Term and the Member Fee will be payable as set out above.
Novo-K may terminate an ESPC Member’s membership if:
• the ESPC Member does not pay the Membership Fee by the due date for payment hereunder and
continues to fail to pay the Membership Fee within 14 days of being notified in writing to do so; or if
the ESPC Member fails to pay such Membership Fee for any period of 60 (sixty) days from date of
invoice then such Membership will be considered terminated and any Membership rights, benefits,
communications, Member Portal access will immediately cease without further notice; or
• the ESPC Member commits any other material breach of any term of these Terms and Conditions and
(if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to
do so;
• the ESPC Member breaches (in Novo-K’s sole opinion) any of the terms of Membership agreement or
does anything which brings Novo-K or any of our other ESPC members or partners/associates into
disrepute;
• the ESPC Member ceases trading as a business or registered company at Companies House or any
other event which would change the legal status of ESPC Member and being able to continue as an
ESPC Member
On termination of your Membership under these Terms and Conditions, your access to the Membership
Services will end.
Termination of your Membership will not affect either Party’s rights and remedies that have accrued as at
termination. Any provision of these Terms and Conditions that expressly or by implication are intended to
come into or continue in force on or after termination will remain in full force and effect.
MEMBERSHIP CONDUCT
Novo-K is committed to providing a safe and welcoming environment for all ESPC Members. We expect you, as
an ESPC Member to behave in a considerate manner towards not only Novo-K, but our other ESPC Members
and respect their personal views and opinions. Novo-K will not tolerate any aggressive behaviour towards
other ESPC Members or our colleagues in any context whether physically, verbally or in writing. We reserve
the right to immediately terminate the membership of anyone behaving in such a manner at any time and no
refund of Membership Fees will be made.
CHANGE OF DETAILS AND YOUR INFORMATION
Should your personal details change, please notify us immediately or as soon as is practicable as it is your
responsibility to tell us if your details have changed.
If you are engaging with Novo-K on behalf of your organisation you may share certain minimal personal data
with us to allow us to communicate with you and manage your organisation’s membership. We will process
your personal data in accordance with our Data Privacy Notice on our website: https://www.novok.com/privacy-policy/
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in the Materials are owned by or licensed to us. Provided you meet your
obligations under these Terms and Conditions, we grant you a non-exclusive, revocable licence during the
Membership Term to use the Materials (subject to any specific restrictions on third party Materials licensed to
us) provided or made available to you for the purposes of enjoying the Membership Services and/or for any
specific purposes notified to you when we make the Materials available to you. You may not sub-license,
assign or otherwise transfer the rights to use the Materials and /or the Intellectual Property Rights in the
Materials granted in these Terms and Conditions.
We may notify you of specific use restrictions in relation to Materials we provide to you in connection with
your membership and you agree to comply with those restrictions.
LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet
possession).
Subject to the foregoing, we will not be liable to you, whether in contract, delict (including negligence), for
breach of statutory duty, or otherwise, arising under or in connection with your membership for:
• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• any indirect or consequential loss.
Subject to the foregoing, our total liability to you arising under or in connection with your membership,
whether in contract, delict (including negligence), breach of statutory duty, or otherwise, will be limited to the
total Membership Fee paid to Novo-K in the 12 (twelve) months preceding the matter giving rise to your claim.
This term will survive termination of your membership.
EVENTS OUTSIDE OF OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our
obligations in relation to your membership and/or under these Terms and Conditions that is caused by any act
or event beyond our reasonable control (‘Event Outside Our Control’).
If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms
and Conditions:
We will contact you as soon as reasonably practicable to notify you; and
Our obligations under these Terms and Conditions will be suspended and the time for performance of our
obligations will be extended for the duration of the Event Outside Our Control.
COMMUNICATIONS BETWEEN US
As an ESPC Member and as part of your membership, you will receive relevant emails and newsletters from
Novo-K Limited. If you would like to opt out, please email us at ESPC@novo-k.com to unsubscribe.
When we refer to “in writing” in these Terms and Conditions, this means email. Any notice or other
communication given under or in connection with these Terms and Conditions must be in writing and be
delivered by email to ESPC@novo-k.com and classed as immediate.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal
action.
GENERAL
NOVATION, ASSIGNMENT AND TRANSFER
We may novate, assign, or transfer our rights and obligations under these Terms and Conditions to another
entity, heirs or successors – but will always endeavour to notify you in writing or by posting on our website if
this happens.
You may only novate, assign, or transfer your rights or your obligations under these Terms and Conditions to
another person if we agree in writing.
UPDATES TO TERMS AND CONDITIONS
We may need to update these Terms and Conditions from time to time to reflect changes to the Member
Services or the way we operate, and we will only make changes if terms are no longer relevant or to update
missing information and where we have taken account of your interests, or for any other reason as we deem
appropriate.
We will endeavour to notify you (for example, by email and/or through the website at least 30 days) before
making any changes to these Terms and Conditions and you will have an opportunity to review the proposed
changes before, they take effect, unless the proposed changes are required by law.
You will be bound by any update to these Terms and Conditions unless you decide to terminate your
membership in accordance with these Terms and Conditions.
WAIVER
If we do not insist that you perform any of your obligations under these Terms and Conditions, or if we do not
enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights
against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do
so in writing, and that will not mean that we will automatically waive any right related to any later default by
you.
SEVERANCE
Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides
that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
THIRD PARTY RIGHTS
The Agreement or Contract is between you and us. No other person has any rights to enforce any of its terms.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership 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.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
GOVERNING LAW AND JURISDICTION
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle
any dispute or claim arising out of or in connection with this Membership Agreement or its subject matter or
formation (including non-contractual disputes or claims)