UK Customer Terms & Conditions

CONDITIONS

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 12 (General) (inclusive).

Agreement: the contract between the Member and BEP for the supply of the Membership Benefits in accordance with the Agreement Details and these Conditions and any Schedules as varied from time to time.

Agreement Details: the information provided by the Member to BEP on entry into this Agreement.

BEP Group: means BEP, The Full Range Limited and My Purchasing Partner Limited (both being subsidiaries of BEP) and any other affiliated businesses from time to time.  

Membership Benefits: the membership benefits to be provided by BEP pursuant to the Agreement, as set out in clause 3.1.

1.2 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes email.

2. Term

2.1 This Agreement shall commence on the date when it has been signed by all the parties and shall continue until terminated earlier in accordance with clause 11 (Term).

3. Membership and membership benefits

3.1  As a member of BEP, subject to the terms of this Agreement, including the remainder of this clause 3 and clause 4, BEP will use reasonable endeavours from time to time to secure for the Member benefits of membership in BEP, including rebates on purchases made through the BEP Group or pursuant to contracts in place between BEP Group and manufacturers, distributors, suppliers (including in some circumstances other GPOs), and wholesalers (together Suppliers) and/or, in certain circumstances, improved pricing with manufacturers and distributors and / or enrolment in rewards and points programmes, in each case as are available from time to time at BEP's discretion (the Membership Benefits).  Accordingly, the Member authorises BEP Group to enroll the Member in one or more Membership Benefits and related programs.  

3.2 The Member's right to secure available Membership Benefits is conditional upon the Member's continued engagement with BEP Group's portfolio of Supplier programs and the Member complying with BEP Group's efforts to market such related products. While BEP does not impose minimum levels of compliance with respect to the Member’s purchasing, BEP Group's ability to maximise Membership Benefits from manufacturer's is increased through ensuring continued consideration and engagement by the Member to the programs presented by BEP.   Without prejudice to the above, in order to continue to secure available Membership Benefits, the Member must engage with and, where appropriate, buy products pursuant to, BEP Group's Supplier programs in place from time to time (BEP Compliant Member Engagement). Member agrees to comply with the BEP Compliant Member Engagement, which BEP reserves the right to change from time to time, such changes for which will be published herein and deemed disclosed to Members upon publication.

3.3 The Member agrees to consider, sample and convert a portion of its purchasing to products presented to the Member via BEP Group's portfolio of manufacturer, supplier, and distributor programs.

3.4 In order to benefit from Membership Benefits, the Member will:

(a) co-operate with BEP Group in all matters relating to the requirements set out in this Agreement, including, without limitation, the provisions of clause 4 below; and

(b) provide, in a timely manner, such information as BEP Group may require regarding the Member's purchasing and ensure that such information is accurate and complete in all material respects.

3.5 The Member agrees to participate in periodic compliance reviews of its purchasing, conducted by BEP Group.

3.6 In addition, the Member agrees to work with its Suppliers to ensure that any improved pricing arrangements available through BEP Group are loaded into its distributor’s order catalogue to maximise the opportunity of this valuable membership benefit being available from time to time to the Member.

4. Access to Purchase Level Data

4.1 As a member of BEP, the Member will provide BEP Group with access to the Member's purchase and invoice level data and allow BEP Group to contact, on the Member's behalf, all Suppliers listed in the Agreement Details in order to obtain product level data and reporting information for the purpose of price verification, volume allowances, opportunity analysis, and such other further purposes as BEP Group considers appropriate in order to maximise Membership Benefit opportunities for the Member.

4.2 In the event any Supplier used by the Member requires the Member to sign an authorisation to allow BEP Group access to the Member’s purchase level data, BEP Group will advise the Member of the same and supply it with such an authorization and the Member shall sign and submit the same to the Supplier as soon as reasonably practicable.

4.3 In the event that any Supplier fails to provide BEP Group with information as referred to in clause 4.1, the Member will use best endeavours to secure access to such information for BEP Group, and the Member hereby authorizes BEP to Group work with the Member to secure the data using its proprietary tools and technology.

5. Member's Warranties and Other GPOs

5.1 The Member warrants to BEP that:

(a) it has taken all necessary actions and has all the requisite power and authority to enter into and perform this Agreement and that this Agreement constitutes valid, legal, and binding obligations on the Member in accordance with its terms;

(b) the individual signing this Agreement on behalf of the Member is authorised to enter into a membership relationship with BEP;

(c) to the best of the Member's knowledge, all information provided by the Member to BEP Group is accurate and compete; and

(d) it is not a party to any agreements with Suppliers or a member of any GPO other than in each case as listed in the Agreement Details.

5.2 The Member undertakes that it will inform BEP if after the date of the Agreement Details it enters into any agreements with Suppliers other than in conjunction with its BEP membership or becomes a member of any GPO for the supply of food products other than BEP Group. 

5.3 If BEP discovers that any information provided by the Member to BEP Group is not accurate and complete, BEP reserves the right to terminate this Agreement or otherwise amend the Member’s participation in any and all Membership Benefits and other programs available through BEP Group membership.

5.4 The Member acknowledges that if it continues to be a party to any agreements with Suppliers other than in conjunction with its BEP membership or to be a member of any GPO for the supply of food products other than pursuant to the terms of this Agreement, the Member will not be entitled to participate in the BEP Group program(s) that relate to the same or sufficiently similar products. To the extent that the Member becomes or continues to be a party to any agreements with Suppliers other than in conjunction with its BEP membership or to be a member of any GPO for the supply of food products, without prejudice to any other rights or remedies that BEP may have, BEP may:

(a) at its absolute discretion remove the Member (or allow the Member to remain) on the related BEP Group program(s) related to the same or similar products; and/or

(b) in the event that the Member benefits from a rebate or improved pricing from such third party Supplier for the same or sufficiently similar products as the Member benefits from under the BEP Membership Benefits, BEP is entitled to:

(i) demand that the relevant Supplier or GPO withhold from the Member and repay to the relevant manufacturer any such rebate or improved pricing benefit for such products; and/or

(ii) demand repayment from the Member of any BEP Membership Benefits paid to the Member; and/or

(iii) withhold from the Member any rebate or improved price benefit otherwise available to the Member under the relevant BEP Group program; and / or

(c) terminate this Agreement with immediate effect.

6. Payment

6.1 In consideration for the Member agreeing to enroll as a member of BEP, BEP will share with the Member any Member Benefits that arise as a result of the Member's BEP membership and the Member's actual related purchases.

6.2 The Member acknowledges that while some Membership Benefits, including improved pricing through Suppliers, will be made available to the Member at the time it purchases qualifying products, where applicable, it may take BEP six to twelve months to secure any rebates available on the Member’s purchases. In this regard, BEP will usually remit rebates to the Member on either a quarterly or annual basis depending on the volume of qualified purchases made by the Member.  BEP will not pay to any Member any rebate until BEP has received such rebate from the relevant Supplier.  Member authorizes BEP to collect and distribute rebates on its behalf.

6.3 The Member agrees to and acknowledges that BEP Group may receive financial consideration from certain Supplier's based upon inter alia the Member's participation in BEP Group programs and Membership Benefits and that certain Suppliers pay to BEP Group fees with respect to BEP Group's operation of the programs offered by BEP Group and/or by that Supplier. These fees are in consideration for services performed by BEP Group with respect to the marketing of the manufacturers’ products to Members, securing and maintaining the rebate program and related contracts, collecting the members’ purchase level data from its Suppliers, reporting those purchases to BEP Group’s strategic partners and manufacturers, and remitting the rebate revenue to Members with related reporting with respect to the members’ purchases which generated rebates on manufacturer programs in BEP Group’s portfolio.

7. Data protection

7.1 The following definitions apply in this clause 7:

(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

(d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

7.2  The Member and BEP Group will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

7.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Member is the Controller and BEP Group is the Processor. Schedule 11 sets out the scope, nature and purpose of processing by BEP Group, the duration of the processing, and the types of Personal Data and categories of Data Subject.

7.4  Without prejudice to the generality of clause 7.2, the Member will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to BEP Group and/or lawful collection of the Personal Data by BEP Group on behalf of the Member for the duration and purposes of the Agreement.

7.5 Without prejudice to the generality of clause 7.2, BEP Group shall, in relation to any Personal Data processed in connection with the performance by BEP Group of its obligations under the Agreement:

(a) process that Personal Data only in accordance with the terms of this Agreement and any other documented written instructions of the Member unless BEP Group is required by Domestic Law to otherwise process that Personal Data. Where BEP Group is relying on Domestic Law as the basis for processing Personal Data, BEP Group shall promptly notify the Member of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits BEP Group from so notifying the Member;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Member at the Member's request, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) not transfer any Personal Data outside of the UK unless the following conditions are fulfilled:

(i) the Member or BEP Group has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) BEP Group complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) BEP Group complies with reasonable instructions notified to it in advance by the Member with respect to the processing of the Personal Data;

(e) assist the Member, at the Member's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;

(f) notify the Member without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Member, delete or return Personal Data and copies thereof to the Member on termination of the Agreement unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform the Member if, in the opinion of BEP Group, an instruction infringes the Data Protection Legislation.

7.6 The Member consents to BEP Group appointing the following as third-party processors of Personal Data under the Agreement:

(a) Salesforce;

(b) Egnyte; and

(c) Conga,

(together the Third-Party Processors).

7.7 BEP Group confirms that it has entered or (as the case may be) will enter with the Third-Party Processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 7 and in either case which BEP Group confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Member and BEP Group, BEP Group shall remain fully liable for all acts or omissions of any of the Third-Party Processors appointed by it pursuant to this clause 7.6.

7.8 BEP Group may, at any time on not less than thirty (30) days' notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Agreement).

7.9 The Member acknowledges and agrees that BEP Group will aggregate purchasing data collected from the Member, removing any personally identifying information related to the Member or its location, and use the data to help educate manufacturers on purchasing trends and other relevant information regarding the purchase of their products. No personal identifying information that could be associated with the Member shall be provided in such instances. The Member expressly consents to BEP Group's use of data for this purpose.

8. General Covenants

The Member covenants with BEP Group as set out in this clause 8 and undertakes to comply with this covenants for the duration of the Term.

8.1 The Member will comply with:

(a) all applicable laws, statutes, regulations and codes from time to time in force (Applicable Laws); and

(b) all mandatory policies put in place by BEP Group from time to time as notified to the Member.

8.2 The Member has not, nor to the best of its knowledge has any personnel engaged by the Member (Associated Persons):

(a) committed an offence under any Applicable Laws relating to the prevention of bribery and corruption, fraud, modern slavery and human trafficking and / or tax UK or foreign tax evasion (Relevant Requirements); or

(b) been or is the subject of any investigation, inquiry, or enforcement proceedings in connection with such Applicable Laws.

8.3 The Member will not do or omit to do any act and will procure that no Associated Person will not do or omit to do any act which would cause the Member or BEP Group to contravene any of the Relevant Requirements or otherwise incur any liability in relation to the Relevant Requirements.

8.4 The Member shall ensure that third parties engaged by the Member, including Suppliers, or to which the Member provides goods or services, are required to comply with policies and procedures which are adequate to ensure compliance with the Relevant Requirements.

8.5 If BEP Group is obliged for any reason to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Member shall, promptly on the request of BEP Group, supply (or procure the supply of) such documentation and other evidence as is reasonably requested in order for BEP Group to carry out, and be satisfied that it has complied with, all necessary "know your customer" or other similar checks under all applicable laws and regulations.

9. Limitation of liability

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Agreement, including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence; and

(b) fraud or fraudulent misrepresentation.

9.3 Subject to clause 9.2 (Liabilities which cannot legally be limited), BEP Group's total liability to the Member for all loss or damage arising in connection with this Agreement shall not exceed a sum equivalent to the aggregate Members Benefits enjoyed by the Member during the 3 (three) month period prior to the breach of Agreement by BEP Group giving rise to such liability. 

9.4 If BEP's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Member, its agents, subcontractors, consultants or employees, including breaches of clauses 3.2 to 3.4 (inclusive) and clause 4, BEP Group shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Member that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment any fees due to it pursuant to clause 6.3 or otherwise despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses BEP Group sustains or incurs that arise directly or indirectly from such prevention or delay.

9.5 Subject to clause 9.2 (Liabilities which cannot legally be limited), BEP Group shall not be liable to the Member for the following types of loss, which are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.6 Unless the Member notifies BEP Group that it intends to make a claim in respect of an event within the notice period, BEP shall have no liability for that event. The notice period for an event shall start on the day on which the Member became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10. Indemnification

10.1 Member shall indemnify and hold BEP Group and their respective affiliates, agents, representatives, officers, directors and employees (the “Indemnitees”) harmless from and against any and all claims, losses, liabilities, judgments, penalties, interest, damages, costs and expenses whatsoever (including reasonable professional fees) relating to acts or omissions of Member which relate in any way to this Agreement.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven (7) days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

11.2 Without affecting any other right or remedy available to it, BEP may terminate or suspend the Membership Benefits (including the right to withhold rebates previously offered but not yet remitted to the Member, to revoke any such rebate and other membership offers which have yet to remitted to, or accepted by, the Member and suspend the Member's future access to any Membership Benefits, including, without limitation, access to rebates and improved pricing) with immediate effect at any time without cause, and may terminate the Agreement with immediate effect by giving written notice to the Member either:

(a) in accordance with clause 5.4; or

(b) if being in a contractual relationship with the Member will or is likely to bring BEP Group into disrepute or otherwise damage the reputation of BEP Group.

11.3 Either party may terminate this Agreement at any time by giving to the other party ninety (90) days advance written notice of such termination. Such termination shall not be effective until the expiration of such notice.

11.4 On termination of the Agreement for whatever reason:

(a) without any obligation on BEP Group to maximise or otherwise secure any Member Benefits for the Member, including rebates, BEP Group will for a period of twelve (12) months after the date of termination continue to share with the Member rebates (if any and only to the extent actual received by BEP) that arise as a result of the Member's actual related purchases made prior to the date of termination. Any Member Benefits, including rebates received by BEP Group after that date, will be forfeit by the Member;

(b) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect; and

(c) termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

12. General

12.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) The Member shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without BEP's prior written consent.

(b) BEP may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Agreement, and for a period of two (2) years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers or clients of the other party, except as permitted by the remainder of this clause 12.3. For the avoidance of doubt, this restriction shall not prevent BEP Group from using aggregated, anonymized data for business intelligence purposes.

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) BEP Group may disclose confidential information concerning the Member's business, affairs, customers or clients including without limitation the fact that the Member is a BEP member:

(i) with other members of the BEP corporate group; and

(ii) with Suppliers in order to maximise the opportunities for the Member to benefit from Membership Benefits.

(d) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.

12.4 Entire agreement.

(a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the 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 the Agreement.

12.5 Severance. If any provision or part-provision of the Agreement 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 12.5 shall not affect the validity and enforceability of the rest of the Agreement.

12.6 Variation. BEP reserves the right to change these Conditions from time to time and to notify the Member of any such changes.

12.7 Notices.

(a) Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand, or by trackable pre-paid first class post (or international standard delivery if overseas) or courier service or by email to the recipient's address as set out in the Agreement Details.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by trackable pre-paid first class post or courier within the same country, on the second Business Day after posting it;

(iii) if sent by international standard delivery or courier service, on the fifth Business Day after posting it; or

(iv) if sent by email or other electronic form, in the absence of a delivery failure notice or similar, at the time of receipt which may be evidenced by, inter alia, an automated receipt.

(c) This clause 12.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.8 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12.9 Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

12.10 Execution. This Agreement shall be valid, binding and enforceable against a party when executed by an authorised individual on behalf of the party by means of a DocuSign®, Conga or other electronic signature or an original, faxed, scanned or photocopied manual signature. Each DocuSign®, Conga or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby waive any objection to the contrary. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

12.11 Governing law. 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.

12.12 Jurisdiction. 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.

Schedule 1          Processing, personal data and data subjects

1. Scope

BEP Group will use personal data relating to certain directors, officers, employees and/or contractors of the Member (the "Individuals") for the purposes of providing Membership Benefits and associated services. The personal data will be held in BEP corporate group systems for this purpose and shared between BEP corporate group companies, where data is held outside the EU it will be held with provisions in place to ensure that data is held in accordance with GDPR and that Individual's rights are protected.  In some cases, third party processors will be used to process data, and these providers will also ensure that they comply with GDPR and Individual's rights are protected.  

2. Nature

Data on Individuals that will be needed to manage and support the program will be collected from the Member and entered into BEP corporate group systems such as CRM, to ensure the Member and associated Individuals can be contacted regarding the program and for to maximise the potential for the Member to benefit from Membership Benefits. 

As part of this Agreement, BEP Group will contact the Member's Suppliers for the purpose of getting the Member's spend data (invoice line level data via EDI or similar) to be able to maximise the potential for the Member to benefit from Membership Benefits.  Data will be held in this regard for any issues regarding authorisation of obtaining this data.

Data may be held to give access to web portals and application to be able to view and report Individual's data providing additional information and allowing Individuals to login to such systems.

3. Purpose

BEP Group will process relevant personal data in order to perform their obligations under this Agreement and maximise the potential for the Member to benefit from Membership Benefits.  As part of this, Individual's personal data may be shared with relevant partners for the purposes of providing and managing the program and providing support. 

In addition, BEP Group may contact the Member and Individuals with additional information about Membership Benefits and how the Member can benefit further from being a BEP member.  The Member and Individuals can opt out of receiving information about additional services at any time. 

BEP Group may also offer online portals, websites and dashboards to view data. In this instance BEP corporate group companies will hold Individual's details to allow them to be able to login to such websites.

4. Duration

The duration of this Agreement.

5. Types of personal data

BEP Group will hold and process personal and contact details and work-related data such as name, title, job title, employer, email address, work telephone number and work mobile numbers.  In addition, usernames and password and associated data may be held and processed to allow access to online applications. BEP Group will also hold and process any other information that BEP Group has access to in making Membership Benefits available to Members under this Agreement.

6. Categories of data subjects

BEP Group will process Personal Data on Individuals associated with the Member that are required to manage, support and access data associated with the Membership Benefits. BEP Group may also hold personal data on any other individuals / contacts of the Member that BEP Group has access to in making Membership Benefits available to Members under this Agreement.