REBATE SCHEME MASTER TERMS AND CONDITIONS (‘Master Terms’)

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PARTIES

(1)    Booker Limited, Company Registration Number: 00197380 (“Booker”, “We”, “Us” or “Our”) and

(2)    You, a registered Booker customer who has been accepted into a Rebate Scheme (“You”, “Your” or “Customer”). 

BACKGROUND

(A)    In return for You making purchases from Booker under Booker’s Customer Terms and Conditions of Registration & Sale (‘Customer Terms’) Booker may invite You to participate in one of its customer Rebate Schemes.

(B)    Booker agrees to issue a Rebate to You in accordance with these Master Terms and the specific terms applicable to Your Rebate Scheme as set out in the relevant Schedule(s). Each of the relevant Schedule(s) forms part of, and shall at all times be governed by, these Master Terms. 

Agreed terms

1. Definitions

2. Participation

2.1    Participation in any Rebate Scheme is open to select customer account holders only and is subject to Booker’s sole discretion. Meeting the entry criteria does not guarantee participation.

2.2    You must hold a valid customer account with Booker for the entire Qualifying Period during which any Rebate is accrued and claimed. 

2.3    You must scan Your Booker card when making purchases in branch or are logged in correctly when ordering online as purchases are non-transferable and cannot be retrospectively applied to a Customer account.

2.4    Booker may, acting reasonably, exclude any customer from the Rebate Scheme where the rebate payable to that customer is, or is reasonably anticipated to be, disproportionate to the margin earned from that customer’s purchases, including where the Rebate exceeds 50% of the gross margin generated during the Qualifying Period.

2.5    Booker will periodically review Your eligibility to participate in the Rebate Scheme, including Your continuing ability to meet the lowest Threshold and any other performance criteria applicable under the Rebate Scheme. 

2.6    If the lowest Threshold is not met for three consecutive Qualifying Periods, Booker may suspend or terminate Your participation in the Rebate Scheme, giving prior notice where reasonably practicable.

2.7    You cannot participate in more than one quarterly Rebate Scheme at any given time. 

2.8    For the avoidance of doubt, all calculations made to determine entitlement under this Rebate Scheme shall be exclusive of VAT.

2.9 VAT Disregard

By participating in the Rebate Scheme, You acknowledge and agree that VAT is to be disregarded from the calculation of Your Rebate, in accordance with paragraph 18.2.1 of VAT Notice 700.

3.    Linked Business Customer Accounts 

3.1    Linked Business Customer Accounts may collectively accrue an Aggregated Rebate under a Master Account Code, payable to the Primary Account Holder at the end of each Qualifying Period.

3.2    You must notify Booker in writing of any change to Your Linked Business Customer Accounts, including any additions or removals linked by a Master Account Code. Changes will only apply after confirmation by Booker.

3.3    Booker has no obligation to manage, review, or verify any arrangements or agreements between Linked Business Customer Accounts including the allocation of Rebates or any disputes arising between them.

4.    Qualifying Purchases

4.1    Subject always to the prompt payment of Your invoices in accordance with Your agreed payment terms, Your Total Purchase Value shall be used to calculate Your Rebate at the end of each Qualifying Period as set out in the relevant Schedule(s). 

4.2    If You do not achieve the lowest Threshold for a Qualifying Period, any Rebate accrued during that Qualifying Period will lapse and will not roll over.

4.3    Where goods are returned or refunded, Booker may adjust the related Rebate to reflect the revised Total Purchase Value.

4.4    Booker may, acting reasonably, exclude other products from its calculation of Total Purchase Value. 

4.5    Orders must be placed, collected or delivered, and invoiced within the Qualifying Period to be included in the calculation of Total Purchase Value for that Qualifying Period. 

4.6    Rebate calculations will be based on Booker’s records of Total Purchase Value, which shall be conclusive in the absence of manifest error.

4.7    If Booker reasonably believes that You have engaged in any prohibited activity, including secondary wholesaling, comparable buying or selling activity, providing misleading information or breaching these Master Terms, any associated purchases will be excluded from Your Total Purchase Value. Booker may delay, withhold or decline to issue any Rebate pending its investigation and may continue to do so at its reasonable discretion. Booker may decide to suspend or remove You from the Rebate Scheme with immediate effect and without further notice. 

5.    Use of the Rebate 

5.1    Rebates will be issued electronically to Your email address linked to Your Customer account. It is Your responsibility to ensure that all account information, including GDPR permissions and Linked Business Customer Accounts, held by Booker remains accurate and up to date. 

5.2    The Rebate is redeemable against Your registered business account or that of the Primary Account Holder for the validity period set out in Your Rebate email only and applied as outlined below (in order of priority): 

(a)    to reduce an existing credit balance;

(b)    applied retrospectively to a delivered order; or

(c)    against in-branch purchases.

5.3    For the avoidance of doubt, no Rebate shall be payable to, or redeemable against, a personal account.

5.4    Where You have outstanding debt on Your Customer account registered under the Rebate Scheme, the value of the Rebate will be applied to the oldest, outstanding account balance first.  

5.5    Rebates may be subject to rounding where such rounding does not materially affect the calculation of any Rebate payable to You.

6.    Redemption of Your Rebate

6.1    Rebates are the property of Booker and have no redeemable cash or monetary value unless by prior written agreement with Booker which shall be subject always to The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as outlined in our Customer Terms.

6.2    Rebates are valid within the UK, are not for resale or publication, and redeemable once only at face value in Your home or nominated Booker branch. Defaced or copied Rebates will not be accepted. 

6.3    Any breach of the Customer Terms such as non-payment of credit balances or termination/suspension of Your account, will automatically and without further notice void any entitlement to a Rebate. 

6.4    Booker reserves the right to suspend or withhold payment of a Rebate, or recover an incorrect payment. 

6.5    Booker may decline to issue any Rebate or may remove You from the Rebate Scheme where it has reasonable grounds to suspect any abuse or attempted abuse of the Rebate Scheme, any breach or attempted breach of these Master Terms, or any behaviour relating to the Rebate Scheme (or towards the Booker Group) involving theft, misconduct, abusive or offensive behaviour, or the provision of false or misleading information.

7.    Personal Data

7.1    By participating in the Rebate Scheme, You  acknowledge that You have read and agree to our Privacy and Cookies Policy, as updated from time to time.

8.    Termination 

8.1    To withdraw from Your Rebate Scheme, You must follow the withdrawal process outlined in the relevant Schedule(s). 

8.2    Should You, for whatever reason and at any time, cease to be a customer of Booker, these Master Terms and relevant Schedule(s) will automatically terminate, and You will forfeit the right to any accrued Rebate for that Qualifying Period.

8.3    To the extent permitted by law, Booker shall not be liable to You for any loss howsoever arising (whether direct or indirect), including (but not limited to) loss of profit, loss of accumulated but unpaid Rebates, loss of income, loss of opportunity, costs or anything else whether directly or indirectly incurred.

8.4    Booker may amend or cancel these Master Terms, any Schedule(s), or the Rebate Scheme in whole or in part or in its entirety at any time, for any reason, and without prior notice. Where practicable, Booker will provide notice of any material amendments up to 14 calendar days before they take effect.

9.    Confidentiality

9.1    These Master Terms are confidential between You and Booker and must not be discussed with anyone outside of the Rebate Scheme including but not limited to non-Rebate Scheme members, third party suppliers that are not participating in the Rebate Scheme, other wholesalers and the trade press, with the exception of Your legal or financial advisors, and in the event that You are required to disclose details by any competent court or authority. Your duty of confidentiality will continue if You leave the Rebate Scheme for whatever reason or if the Rebate Scheme is terminated by Booker for any reason.

10.    General 

10.1    These Master Terms are completely separate to, and do not revoke, amend or replace any terms and conditions which govern Your account and purchases at Booker unless there is a conflict, in which case, these terms and conditions prevail. 

10.2    Neither party shall be liable for any delay or failure in performing its obligations to the extent that such delay or failure is caused by events, circumstances or causes beyond its reasonable control. If such delay or failure continues for 28 days, the party not affected may terminate this agreement by giving written notice to the affected party.

10.3    Booker may at any time assign, transfer, mortgage, charge, subcontract, delegate, or otherwise deal with any of its rights or obligations under this agreement.

10.4    No failure or delay by Booker in exercising any right or remedy under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict any further exercise of that or any other right or remedy. 

10.5    If any part of this Rebate Scheme is found to be invalid or unenforceable, that part shall be modified to the minimum extent necessary to make it valid, lawful, and enforceable. If this cannot be achieved, it shall be deleted. The validity and enforceability of the remaining provisions shall not be affected.

10.6    These Master Terms are not enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999. 

10.7    These Master Terms constitute the entire agreement between the Parties in relation to its subject matter and supersedes all prior terms, arrangements and negotiations relating to it.

10.8    This 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, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

11.    Interpretation

11.1    Unless expressly provided otherwise in these Master Terms, a reference to legislation or a legislative provision:

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

(b)    includes all subordinate legislation made from time to time under that legislation or legislative provision.

11.2    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.

By continuing to participate in any Rebate Scheme, You are confirming that You have read, understood and agree to be bound by these Master Terms in full, as updated from time to time.                                                                                                                                                                                                                      

Updates to these Master Terms will be published at: www.booker.co.uk 

SCHEDULE: JUST EAT REBATE SCHEME

This Schedule is governed by the Master Terms and must be read in conjunction with them. Capitalised terms used in this Schedule shall have the meanings set out in the Master Terms. If there is any conflict between this Schedule and these Master Terms, the Schedule shall take precedence for this Rebate Scheme only.​​​​

1.    Entry Criteria 

1.1    This Rebate Scheme is made up of 2 distinct elements:

     a)    access to the special product savings currently offered to our Fast Food Club members (see separate terms and conditions) and;

     b)    a Rebate which will be calculated based on Your Total Purchase Value, excluding any alcohol purchases made during the relevant Qualifying Period. For the avoidance of doubt, alcohol purchases are expressly excluded from calculations of Total Purchase Value in this Rebate Scheme only.

1.2    To be eligible to join and remain in this Rebate Scheme, You must: 

     a)    be both a Booker catering customer and a verified Just Eat partner (linked by the same postcode) throughout the entire Qualifying Period; and 

     b)    meet, at each periodic review, the aggregate minimum weekly spend requirement set by Fast Food Club, currently £350 per week, or such other amount as may be notified by us to You from time to time.

1.3    If, for any reason whatsoever, Just Eat ceases to participate in the Rebate Scheme, we will also terminate this Rebate Scheme with immediate effect.

2.    Qualifying Period 

2.1    Your Rebate, issued to You on or around the dates specified below, will be calculated on Your Total Purchase Value for the relevant Qualifying Period. The Start and Finish dates (inclusive) for each Qualifying Period are set out below.

3.    Just Eat Thresholds

3.1    The Thresholds for this Rebate Scheme, as specified in the table below, outline the minimum spend requirements for Bands 1-4 for each Qualifying Period and the associated Rebate percentages. All figures below are exclusive of VAT.

4.    Withdrawal Process

4.1    You can withdraw from this Rebate Scheme at any time by providing written notice to Your local branch, or by emailing customer.services@booker.co.uk. 

4.2    Your withdrawal will be processed within 7 days of confirmation of receipt by Booker.

4.3    Booker also reserves the right to remove You from the Rebate Scheme if: 

    a)    You fail to meet Band 1’s minimum spend requirement during Your first Qualifying Period; or

    b)    You fail to meet the weekly spend targets for Fast Food Club as outlined above at Your periodic review. 

4.4    Booker will notify You of Your removal from the Club by email.