Conditions of Membership

By making this application, we hereby apply to become a Technology Member of Eurofins BLC Leather Technology Centre Ltd ("Eurofins | BLC") and on being appointed as a Technology Member, we accept and agree to observe the below conditions of membership (the "Membership").

FOR THE AVOIDANCE OF DOUBT THE TERMS ‘MEMBERSHIP’ OR 'MEMBER' ARE NOT INTENDED TO IMPLY OR GRANT ANY OWNERSHIP OR CONTROL OF THE CORPORATE ENTITY THAT IS EUROFINS BLC LEATHER TECHNOLOGY CENTRE LIMITED AND ANY APPLICATION TO BECOME A MEMBER IS NOT A SUBSCRIPTION FOR SHARES IN EUROFINS BLC LEATHER TECHNOLOGY CENTRE LIMITED. THE  MEMBERSHIP GRANTS THE MEMBER ACCESS TO THE SERVICES DETAILED BELOW IN ACCORDANCE WITH THESE CONDITIONS OF MEMBERSHIP.

1.1       The affairs of the Eurofins | BLC Membership  shall be managed by the directors of Eurofins | BLC or such person as they may nominate, from time to time (the "Board").

1.2       The Members of the Eurofins | BLC Membership shall be such persons as the Board may agree (in their sole discretion) to admit as Members from time to time and the Members shall pay pursuant to Condition 2 such subscription rate as the Board shall from time to time decide. The Board may refuse at any time to renew a Members Membership or re-entry to the Eurofins | BLC  Membership.

1.3       A register shall be kept of the names and addresses of the Members.

2.1       The annual subscription rate determined by Eurofins | BLC, from time to time, is to be paid by the member at the time of initial entry or re-entry to Eurofins | BLC (and for the avoidance of doubt, such sums shall be payable to Eurofins BLC Leather Technology Centre Limited). The annual subscription rate on the date of entry or re-entry, will be valid for two years, following which it may be increased and such increase shall be based on the All Items Retail Price Index as published by the UK Office for National Statistics, from time to time, provide that the final decision in relation to any increase in subscription rates shall be for the Board to determine at its sole discretion.

2.2      Subject to condition 5, Members agree and undertake to subscribe for a minimum period of three consecutive years on entry or re-entry into Membership and shall pay the subscription rate each year. Membership will continue on an annual basis, following the minimum period, unless terminated in accordance with clause 3.1.

3.1 It is a condition of Membership, subject to 2.2 above, that notice of resignation from a Member will be valid only if submitted in writing to the Eurofins | BLC Company Secretary at least six months before the end of the subscription year and on payment, with such notice of, any and all outstanding subscription rates. For the avoidance of doubt, a Member may not resign until the third anniversary of the date of their entry or re-entry of the Eurofins | BLC Membership.

4.1       Members are required to undertake to treat and to require all employees, consultants or agents to treat all information obtained from Eurofins | BLC and which is not public knowledge nor openly published elsewhere, as strictly confidential and not to be communicated either directly or indirectly to any corporation or person not a current Member without the prior written consent of the Board (such consent will only be given by Eurofins | BLC if required by law). The Member shall continue to abide by this provision in the event of ceasing to be a Member.

4.2       For the purpose of this Clause 4.2:

Data Protection Legislation: means (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

Personal Data: has the meaning given to it in the Data Protection Legislation.

Eurofins | BLC will comply with all applicable requirements of the Data Protection Legislation. This clause 4.2 is in addition to, and does not relieve, remove or replace, Eurofins | BLC’s obligations under the Data Protection Legislation. Eurofins | BLC will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of any Personal Data in connection with Membership.

5.1       The Board reserves the right to terminate any Members Membership with immediate effect, by giving notice to the Member, if:

5.1.1    the Member fails to pay any amount due to Eurofins | BLC (including but not limited to the annual subscription rate) on the due date for payment and the Member remains in default if not less than seven (7) days after being notified in writing to make such payment; or

5.1.2    the Member goes into administration, a voluntary arrangement, liquidation, bankruptcy, a receivership or ceases to carry on its business; or

5.1.3    there is a change of control of the Member (and for the purpose of this conditions 5.1.3 "control" means the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise); or

5.1.4    the Member is in breach of condition 4 above and (if such breach is remediable) fails to remedy the breach within a period of seven (7) days of being notified to do so; or

5.1.5    in Eurofins | BLC's opinion, there is a conflict of interest, or potential conflict of interest, between that of Eurofins | BLC and the Member for whatever reason; or

5.1.6    something material and adverse occurs to the Member or any person associated with the Member that, in the Board's opinion, makes it undesirable for the Member to continue in Membership.

5.2       Upon termination of this Members Membership for whatever reason, the Member shall:

5.2.1    return all samples, material and documents belonging to Eurofins | BLC;

5.2.2    immediately cease using any intellectual property belonging to Eurofins | BLC (including but not limited to copyright or trade marks (save for the Leathermark which shall be governed by separate terms and conditions)); and

5.2.3    immediately pay Eurofins | BLC the full amount of all sums due from the Member.

6.1       The following are currently free benefits of Eurofins | BLC Membership, which all Members are entitled to utilise:

6.1.1    Priority Support - Promptly access to qualified leather industry specialists who are available to respond to queries by telephone, fax and email.

6.1.2    Specifications - A free service offered to all Members to provide standard leather and leather product related specifications. Development of bespoke customer specifications as required.

6.1.3    Testing - Discounted rates (currently 30% but as may be amended from time to time by Eurofins | BLC) and priority service for routine testing, including restricted substances, and advanced analytical services against international specifications.

6.1.4    Problem Solving - A discounted (currently 30% but as may be amended from time to time by Eurofins | BLC), rapid problem solving service that enables the cause of problems to be quickly identified and corrective actions recommended.

6.1.5    Training - Discounted rates (as may be determined from time to time by Eurofins | BLC) for Eurofins | BLC’s regular programme of practical leather training courses and seminars held at Eurofins | BLC or tailored courses delivered at customer sites to deal with specific company priorities.

6.1.6    Technical Support - Discounted rates (as may be determined from time to time by Eurofins | BLC) for on-site support anywhere in the world to carry out supplier audits, process improvements, product development or to correct difficult or persistent problems.  

6.1.7    Market Information - Eurofins | BLC provides regular updates on standards, legislation, restricted substances, research, technical issues and environmental matters as well as topical abstracts from around the world through the Update, the BLC website and a range of other communications.

6.1.8    Membership Area – A secure area where members can access research reports, informational tool kits, publications and hide prices.

6.1.9    Legislation - Regular updates on legislative and standards related issues that effect the global leather supply chain, encompassing restricted substances, quality, performance, labelling, trading standard issues, leathermark, due diligence, etc.

6.1.10  Connections - Free support and advice when sourcing new products and services through an international network of suppliers, manufacturers and retailers.

6.1.11  Due Diligence - In an increasingly consumer driven market, due diligence is a major issue for many companies.  Eurofins | BLC will support the global leather supply chain by providing practical solutions to meet market demands. 

6.2       The above benefits may be subject to change, from time to time, by the Board as to the benefit itself, charges and scope. If the Board intends to change any of the above benefits the Board shall notify the Member accordingly.

7.1       The following shall not be included as free benefits to Members pursuant to their Eurofins | BLC Membership:

7.1.1    Testing Services;

7.1.2    Consultancy Services;

7.1.3    Training Course;

as these are separate services provided by Eurofins | BLC and are charged at different prices under different terms and conditions.

8.1    As far as permitted by law, Eurofins | BLC or the Board shall not accept liability for any Member acting as a result of information or views provided by Eurofins | BLC, the Board or its employees pursuant to the services provided by Eurofins | BLC as a result of being a Member. Members should seek their own separate independent advice (where possible) when dealing with specific issues in relation to their products. Apart from death or personal injury resulting from Eurofins | BLC negligence, liability shall be limited to twice the annual subscription rate.

9.1    These Conditions of Membership may be amended (by written notification to the Members) at any time by the Board.

10.1    The Board may resolve to wind up and dissolve the Eurofins | BLC Membership by a majority resolution at a meeting of the Board.

September 2018

EUROFINS BLC LEATHER TECHNOLOGY CENTRE LIMITED