WEBMART Supplier Fair Trade Agreement ("FTA")

At WEBMART, we always work with suppliers in a trusting partnership.

The following points define how we work together, our payment terms, our volume-rebate and early-payment discount schemes.

1. Communication. Both of us will communicate in a timely, accurate and proactive way to make the entire process of dealing with each other as enjoyable and efficient as possible.
2. 2-way reviews. We will review each other's performance on an on-going, regular basis and will continually identify areas to make process improvements to our mutual advantage.
3. Problems and disputes. If problems arise, we will do our utmost to get a resolution without involving WEBMART's client. In the event of a problem, we will aim to get a resolution (or if not workaround) in place in a timely manner. We will always endeavour to be clear and honest, to reconcile any differences we may have on the root cause(s) of the problems and ensure that permanent solutions are agreed and put in place. We will strive to avoid disputes, but in the event they occur, we will endeavour to work through these in a fair and transparent manner.
4. Audit trail and charges. Both of us will keep records, wherever possible, to allow for audit trails to be carried out on all the main processes that we are involved in trading. We will hold records for at least 6 months following completion of any project, to ensure problems and disputes can be resolved.
   We will never charge each other for costs that have not been agreed.
5. Contacts and availability. We will both endeavour to provide sufficient staff cover during evenings and weekends, to enable projects to be completed on time and in full.
6. Service Level Agreements. We will both do our upmost to work to service levels agreed for each individual project (eg artwork and delivery dates, adherence to packing specs etc) or as agreed in any SLA's related to this document maintaining high levels of quality for all services delivered to our customers.
   File copy management (printed marketing only): Without file copies, WEBMART has no visibility of the finished product. These are therefore very important to us. If requested they must be delivered to your WEBMART point of contact for a project before the project delivers. A Payment Confirmation (PC) will then be issued if file copies have been received and approved.
7. Payment Confirmations and invoicing. WEBMART issues a Payment Confirmation (PC) at the end of every project that details all of the agreed costs incurred on the project. On receipt, you will review and confirm your agreement to the costs, after which you will raise your invoice, quoting our PC number. WEBMART will then pay you to our agreed terms. All invoices must be sent to finance@webmartuk.com. For ongoing/regular jobs, payment can be made monthly, subject to prior agreement.
8. Extra costs. Any additional costs to the agreed quote/estimate/purchase order must be agreed in writing prior to any further work being carried out.
9. Volume rebate. WEBMART's volume rebate scheme with suppliers is as follows:
   • First £10,000 spend - no rebate payable
   • 2.5% rebate on spend £10,001 - £250,000
   • 3% rebate on spend £250,001 - £1,000,000
   • 4% rebate on spend £1,000,001 - £3,000,000
   • 5% rebate on spend over £3,000,000
   Rebate agreements work on an annual basis: 1st April to 31st March each year, WEBMART will calculate and agree the final rebate amount with you and issue an invoice. WEBMART will contra this invoice to yourselves, where possible on WEBMART's next few payment run's. Where a contra does not look possible, WEBMART will look to you to make payment of the rebate invoice.
10. Standard payment terms. Our standard terms are Month End plus 30 days from date of invoice, subject to invoices matching WEBMART's Payment Confirmation (PC).
    NB.WEBMART pay once a month on the last working day of the month.
11. Early payment discount. WEBMART offers an early-payment scheme and, in return, for early payment, WEBMART requires a 2% discount. For invoices received on or before the 10th of the month, we will pay on the 15th of the same month. Invoices received on or before the 20th of the month will be paid on the last working day of the same month.
12. FSC/PEFC print jobs. If you confirmed you are FSC and/or PEFC accredited on WEBMART's supplier evaluation form, by agreeing the WEBMART FTA you confirm:
    a) you have a current FSC and/or PEFC certificate number for the location you will print from to enable us to maintain chain of custody; and
    b) if your FSC and/or PEFC accreditation status changes (i.e.: terminated or suspended), you will notify WEBMART of such suspension or termination immediately.
    Where WEBMART has supplied the paper, only WEBMART's own Chain of Custody (i.e.: FSC =TT-COC-002566; and PEFC = BMT-PEFC-COC-0502) must be used on ALL documentation (e.g.invoices, delivery notes).
    Auditors reserve the right to inspect printers' premises and procedures for compliance. Please ensure that FULL details of FSC or PEFC identification are put on ALL print-job documentation not just your COC number(s), BUT ALSO the exact composition of the paper used. This will be either FSC 100%, FSC Mix, FSC Recycled or %PEFC.
    Where WEBMART requests that you label the product with WEBMART's FSC and/or PEFC license code, you shall return a signed copy of WEBMART's labelling agreement (reasonably agreed between the parties) and ensure your certification body is notified in writing of our labelling agreement and will keep the labelling agreement available for review by the certification bodies, WEBMART confirms it will do the same. You also confirm you will ensure the WEBMART license code will only be used on the eligible products that are subject to the labelling agreement between us.
13. Poaching of our employees or workers. WEBMART has invested time and money in recruiting and developing its employees. It wants to protect that investment; you therefore agree with WEBMART that you shall not during the Restricted Period;
    a) Solicit or endeavour to entice away from WEBMART any of its Employees;
    b) Employ or engage the services of any of its Employees.
    Key Date means the date when you cease providing goods or services to WEBMART. Employee means any person employed by or working for WEBMART who, in the 12 months immediately preceding the Key Date;
    a) had responsibility for and/or dealt with you in the supply by you of goods or services to WEBMART and/or
    b) was a member of the WEBMART senior management team.
    Restricted Period means the date when you sign this FTA with WEBMART and ending twelve (12) months after the Key Date.
14. Information and confidentiality. In accordance with WEBMART's NDA (which is appended to this Agreement) and to which you agree to the terms by signing this FTA) and ISO27001 standards all information and data that we share between each other that is not in the public domain will remain private and confidential between us, unless otherwise agreed in writing. All data shall be deleted from your systems within sixty (60) days of production. Any changes in supplier policies on data need to be given in writing to WEBMART's Privacy Officer or Privacy Controller (on privacy@webmartuk.com) for review. All suppliers and subcontractors acting as a data sub processor for Webmart's customers will be required to hold ISO27001 certification, complete the Webmart Data Security Questionnaire and sign up to Webmart's Data Processing Agreement. These documents, if applicable, will be forwarded separately and reviewed on an annual basis.
15. Confidentiality. You undertake not to disclose to our Customer or any third party the details of any agreement between you and WEBMART. The obligations of confidentiality under this FTA shall not apply to any information or material which:
    (i) is hereafter disclosed to you without any obligations of confidence by a third party who has not obtained the information directly or indirectly from WEBMART;
    (ii) becomes generally available to the public through no act or default on our part or on the part of our agents or employees; or
    (iii) subject to clause 18, is required by law to be disclosed.
    You will at all times, during the continuance of this FTA and after its termination keep any financial information confidential and you shall not disclose it to any other person. You shall not use any of the confidential information for any purpose other than the performance of your obligations under this FTA.
16. Non-competition. You agree in relation to the Customer that you will not, for a period of one year, directly or indirectly solicit or contract with that Customer other than through WEBMART. You consider the period of one year to be reasonable and that the one-year period runs from the date of the last project completed for that Customer through WEBMART
17. Notice. Agreements need to work for both parties. This FTA will automatically continue until either of us wish to terminate this FTA which we will do so in writing, giving each other one (1) months' notice of termination.
18. Obligations on you also apply to your group companies. In this FTA references to you are to your company and any company in your group and any subcontractors used by your company You undertake that any obligations in this FTA will be binding on all companies in your group and any associated companies or subcontractors.
19. General. This FTA contains the entire agreement between us in respect of the subject matter of it and supersedes all previous agreements and understandings between us with respect to it, save that this clause shall not apply to any agreement or representation made fraudulently and this FTA may not be modified except by an instrument in writing signed by each party's authorised representatives. You do not rely on any representation, warranty or other provision except as expressly provided in this FTA. If any provision of this FTA is held by any court or other competent authority to be void or unenforceable in whole or in part, this FTA shall continue to be valid as to its other provisions. The obligations of confidentiality and non-competition survive any termination. The waiver or forbearance or failure of either of us in insisting upon the performance of any provisions of this FTA shall not be construed as a waiver or relinquishment of our or your rights. You will not divulge information which is confidential without an order from a Court of competent jurisdiction. You will give us at least seven days' notice in writing of any application to the Court by any other person for an order requiring you to disclose to them information which is confidential in accordance with this FTA. You will not apply to the Court for such an order yourselves, unless you give us seven days' notice in writing of your intention to do so. You will notify the court of your obligation of confidentiality to us, and shall exercise your best endeavours to give us an opportunity to make representations to the court as to why the confidential information should not be disclosed.
20. you agree to WEBMART's Modern Slavery Policy
21. you agree to WEBMART's GDPR statement
22. you agree to WEBMART's NDA
23. you agree to WEBMART's Supplier Code of Conduct
24. Governing Law. This FTA is governed by English law and is subject to the non-exclusive jurisdiction of the Courts of England and Wales.