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 Supplier, and your use of our Supplier 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 ‘Supplier 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 Supplier 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;
‘ESPC Supplier’ a fully paid-up member of Novo-K’s ESPC (being the organisation named on a Supplier
Membership Application Form which we have accepted) and “ESPC Suppliers” shall be construed accordingly;
‘Supplier Benefits or Services’ the services (may also be referred to as benefits or services interchangeably)
provided by Novo-K for the benefit of ESPC Suppliers subject to these Terms and Conditions, a brief description
of which are set out here: https://www.novo-k.com/elite-sport-procurement-collective/
‘Supplier Membership Fee’ the fee payable for membership as detailed below in these terms and conditions;
and ‘Supplier 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 ESPC Supplier
Membership.
SUPPLIER MEMBERSHIP
SUPPLIER MEMBERSHIP TERM
Supplier Membership is valid for an initial 12 (twelve) month period. The Supplier 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 Supplier Membership which is referred to as a ‘Supplier Membership Term’ in these Terms and Conditions. Supplier Membership will renew automatically on an annual basis unless terminated by either party in accordance with these Terms and Conditions
SUPPLIER MEMBERSHIP FEE
The Supplier Membership Fee is currently £2,364 + VAT per annum paid monthly or £2,250 paid in advance for 12 months. You can pay the Supplier Membership Fee by Stripe or Invoice (only available if the full membership fee is paid in full at the commencement of the Supplier Membership Term).
We reserve the right to review and amend the aforementioned Supplier Membership Fee on an annual basis
and will always notify the ESPC Supplier of any such amendments to their Supplier 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 Supplier and 1 (one) month
prior to the start of each renewed Supplier Membership Term thereafter.
All invoices issued by Novo-K to the ESPC Supplier under these Supplier Membership Terms and Conditions are
payable within 30 (thirty) days of the date thereof. If you fail to make a payment under these Supplier
Membership Terms and Conditions by such due date, then, without limiting our remedies under “Termination
of Supplier Membership” below, Novo-K will immediately suspend your Supplier Membership until your
Supplier Membership is paid for in full. If you fail to pay your Supplier Membership Fee for any period of 60
(sixty) days from date of invoice then your Supplier Membership will be considered terminated and any
Supplier Membership rights, benefits, communications, any services, or benefits will immediately cease
without further notice.
You shall pay all amounts due under these Supplier Membership Terms and Conditions in full without any setoff, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by
law).
SUPPLIER MEMERSHIP VETTING
Novo-K Limited shall undertake a comprehensive vetting process for all suppliers, encompassing, but not
limited to, credit assessments, scrutiny of adverse media, cyber evaluations, and the assessment of their
capacity to fulfil minimum stipulated criteria. Suppliers shall be requested to provide information as part of the
onboarding process for the vetting procedure. In the event that a supplier does not successfully pass the initial
vetting, the Supplier Membership Fee shall be refunded, and the Supplier Membership shall be terminated. In
cases where subsequent vetting reveals concerns, Novo-K Limited will initiate communication with the ESPC
Supplier to explore potential remedies or consider cancellation.
CANCELLATION OF SUPPLIER 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 Supplier Membership you can terminate your Supplier Membership and Novo-K will
refund any Supplier Membership Fee you have paid prior to terminating your Supplier Membership. During
the Supplier Membership term: Supplier Membership is granted on the basis of an initial 12 (twelve) month
term and can be terminated by either Party during the Supplier Membership Term as set out below. If you
have any questions about your Supplier Membership, please email ESPC@novo-k.com with your details and
we will deal with your case on an individual basis.
TERMINATION OF SUPPLIER MEMBERSHIP
The ESPC Supplier may terminate Supplier 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 month Supplier Membership
Term. If the ESPC Supplier does not terminate the Supplier Membership, it shall automatically renew for a
further Supplier Membership Term and the Supplier Fee will be payable as set out above. Novo-K may
terminate an ESPC Supplier’s Membership if:
• the ESPC Supplier does not pay the Supplier Membership Fee by the due date for payment hereunder
and continues to fail to pay the Supplier Membership Fee within 14 days of being notified in writing
to do so; or if the ESPC Supplier fails to pay such Supplier Membership Fee for any period of 60 (sixty)
days from date of invoice then such Supplier Membership will be considered terminated and any
Supplier Membership rights, benefits, communications, Supplier Portal access will immediately cease
without further notice; or
• the ESPC Supplier 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 Supplier breaches (in Novo-K’s sole opinion) any of the terms of Supplier Membership
agreement or does anything which brings Novo-K or any of our other ESPC Supplier or
partners/associates into disrepute;
• the ESPC Supplier ceases trading as a business or registered company at Companies House or any
other event which would change the legal status of ESPC Supplier and being able to continue as an
ESPC Supplier
On termination of your Supplier Membership under these Supplier Membership Terms and Conditions, your
access to the Supplier Membership Services will end. Termination of your Supplier Membership will not affect
either Party’s rights and remedies that have accrued as at termination. Any provision of these Supplier
Membership 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.
SUPPLIER CONDUCT
Novo-K is committed to providing a safe and welcoming environment for all ESPC Suppliers and ESPC
Members. We expect you,as an ESPC Supplier to behave in a considerate manner towards not only Novo-K,
but our other ESPC Suppliers and ESPC Members and respect their personal views and opinions. Novo-K will
not tolerate any aggressive behaviour towards other ESPC Suppliers, ESPC Members or our colleagues in any
context whether physically, verbally or in writing. We reserve the right to immediately terminate the Supplier
Membership of anyone behaving in such a manner at any time and no refund of Supplier 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 change. 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 Supplier Membership. We will process your personal data in accordance with our
Data Privacy Notice on our website.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in the Materials are owned by or licensed to us. Provided you meet your
obligations under these Supplier Membership Terms and Conditions, we grant you a non-exclusive, revocable
licence during the Supplier 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 Supplier
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 Supplier Membership 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 Supplier
Membership, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, will be
limited to the total Supplier 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 Supplier 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 Supplier membership and/or under these Supplier Membership 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
Supplier Membership Terms and Conditions:
• We will contact you as soon as reasonably practicable to notify you; and
• Our obligations under these Supplier Membership 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 Supplier and as part of your Supplier 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 Supplier Membership Terms and Conditions, this means email. Any
notice or other communication given under or in connection with these Supplier Membership 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 Supplier Membership 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 Supplier Membership Terms and Conditions unless you decide to
terminate your membership in accordance with these Supplier Membership Terms and Conditions.
WAIVER
If we do not insist that you perform any of your obligations under these Supplier Membership 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 Supplier Membership 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 Supplier Membership Agreement or its subject
matter or formation (including non-contractual disputes or claims).