Samera – Portal | Terms and Conditions

Samera Dental Buying Group Terms and Conditions of Membership

1. Interpretation

In these terms and conditions:

“Samera” means Samera Growth Advisors Ltd, whose address is 138 High Street, Esher KT10 9QJ;

“Samera Dental Buying Group (SDBG)” means the service provided by this agreement.

“Member” means the organisation whose Application has been accepted by Samera;

“Supplier” means any third party supplier of goods or services;

“Application” and “Acceptance” mean the electronic communication via the Website of, respectively, the Member’s online application to register as a member of SDBG and Samera’s online acceptance of it;

“Agreement” means, when accepted by Samera the content of the Application together with all of these terms and conditions; and

“Website” means Samera’s website

2. Introductory

2.1. Member confirms that it is a registered business and that it, therefore, qualifies for SDBG membership

2.2. For the benefit of organisations qualified to join the SDBG as members, Samera has compared your existing prices and negotiated prices/rates with alternative Suppliers for various goods/ services

2.3. Member wishes to become an SDBG member from the date of Acceptance of the Application

3. Formation of contract and duration

3.1. Member’s Application is deemed to be its agreement to abide by and accept all of these terms and conditions

3.2. The Agreement will commence on the date of Acceptance and will remain in force until expiry of at least four weeks’ written notice given at any time by either party to the other.

4. Benefits of membership

4.1. SDBG members will be entitled to access Buyer’s Pricing (supplied by Suppliers) on the Website within the SDBG members’ area. The Buyer’s Pricing includes special prices/rates for SDBG members and other details of Suppliers and their products/goods/services.

4.2. During the period of Agreement, SDBG will use reasonable endeavours at all times to make Buyer’s Pricing available to SDBG members on the Website

4.3 SDBG is funded by an annual subscription detailed via the website. Registration and payment will be administered via the website.

4.4 Samera Accountancy clients will not be charged a fee to join SDBG but will be required to register to join the SDBG and abide the terms and conditions of the SDBG service.

4.3. SDBG members have no obligation to Samera or any Supplier/s to purchase any minimum, or all, of their requirements of any goods/services from any Supplier/s.

5. Member’s Obligations

5.1. Member will if and when requested by Samera, provide Samera with information on prices charged by any Supplier/s at any previous time for any goods/services supplied to Member, including providing Samera with copies of any Suppliers’ invoices to verify that Suppliers are charging prices/rates in accordance with arrangements made between Samera and Suppliers.

5.2. Member agrees to keep strictly confidential, and not disclose to any third party, all information (including in particular, but not limited to, pricing) of Samera and Suppliers provided by or through either of them

5.3. Member consents to information supplied by Member to Samera being provided to Suppliers and being included on the Website.

5.4. Member warrants to Samera that Samera’s use of any name, logo or other materials or information provided by Member for use for the purposes of Agreement, in particular inclusion on the Website, will not infringe any intellectual property or other rights of any third party.

5.5 Member consents to information from supplier being provided to Samera on a routine basis.

6. Samera’s responsibilities etc.

The Member agrees and accepts the following:

6.1. Neither Samera nor any subcontractor or agent of Samera nor any employee or officer of any of them gives any warranty or undertaking or makes any representation express or implied with respect to any of the subject matter of Agreement or as to any Supplier or its goods/services, including without limitation, as to any Supplier accepting or fulfilling any order or requirements of Member or doing so at any special price/rate, or as to any goods being of any particular quality or fit for any purpose or as to any services being carried out with any particular degree of skill or care or as to their complying with any legal or industry standards, or as to their being delivered or provided or carried out within any particular time. All such matters are for individual agreement between Member and Suppliers and should in each case be set out by Member in a contract between it and the Supplier

6.2. Samera shall not have any liability to Member for the delay in carrying out or failure to carry out, any of Samera’s obligations caused by a) Member or any Supplier b) hardware, software, telecommunications or technical or other fault or problem relating to the Website as a result of which for any reason all or any of the Website or its content is not accessible or operational for any period/s; or c) circumstances beyond the reasonable control of Samera or any subcontractor or agent of Samera or any employee or officer of either of them

6.3. Samera shall not have any liability to Member in contract, tort (including negligence or breach of statutory duty) or otherwise, howsoever and whatever the cause thereof, for any loss of bargain, loss of anticipated or other savings, or loss of availability of any goods/services, or for any special loss or damage, or for any indirect or consequential loss, damage, cost or expense, of any nature whatsoever, arising directly or indirectly out of Agreement whether or not arising from any error or defect in anything or from any performance, non-‐ performance or delayed performance by Samera or any subcontractor or agent of Samera.

6.4. Samera shall not in any circumstances have any liability to Member for any breach of contract by any Supplier or any negligent or other act or omission of any Supplier

6.5. Except to the extent that the same is due to any breach of Agreement by Samera, Member shall save Samera and any subcontractor or agent of Samera harmless from, and indemnify them against, any demands, proceedings, liabilities, losses, damage, costs (including legal costs), or expenses sustained by Member arising directly or indirectly from a) any breach of contract by any Supplier or any negligent or other act or omission of any Supplier b) any breach by Member of any contract between Member and any Supplier or any negligent or other act or omission of Member c) any infringement by Member or Samera or its subcontractor, their employees or agents, of any intellectual property rights of any third party subsisting in any materials or other things which are supplied by Member and used by Member or Samera for the purpose of Agreement

6.6. Each subclause of this clause 6 shall operate together with each other subclause as cumulative limitations/exclusions

7. Miscellaneous

7.1. Notices: Any notice to be given by either party to the other shall be in writing and addressed to it, in the case of Samera its address shown above and in the case of Member the address provided by it in its Application (using the postal address or fax number or email address provided as appropriate) and it will be deemed to have been served 48 hours after posting if sent by first class post, and 24 hours after transmission if sent by fax or email

7.2. Assignment: Member may not assign Agreement without the prior consent in writing of Samera.

7.3. Subcontracting and agency: Samera shall be entitled to subcontract any or all of its obligations or duties under Agreement to any other company provided that Samera shall remain as fully responsible to Member for such obligations and duties as if it had not so subcontracted them. Samera does not act as the agent of Supplier or Member for the purposes of Agreement

7.4. Whole Agreement: Agreement constitutes the entire agreement between Samera and Member with respect to its subject matter. It supersedes all prior correspondence, communications, warranties, representations, proposals, negotiations, understanding, undertakings or agreements, whether oral or written, all of which are hereby excluded, may not be relied upon and shall be of no effect

7.5. Law: Agreement shall be governed by and interpreted according to the laws of England and the parties agree to submit to the jurisdiction of the English Courts

Pricacy Policy

Introduction

This privacy notice provides you with details of how we collect and process your personal data through your use of our site www.samera.co.uk

By providing us with your data, you warrant to us that you are over 18 years of age.

In this Privacy Policy, references to we, us or our means the Samera entity that processes your personal information (as defined below) and interacts with you. The relevant Samera entities are as follows:

Samera Ltd, a limited company registered in England with company number: 4563912

Samera Finance Ltd, a company registered in England with company number: 10069600

Samera Practice Sales Ltd, a company registered in England with company number: 9868551

Samera International Ltd, a limited company registered in England with company number: 10711620

Samera Growth Advisors Ltd, a limited company registered in England and Wales with company number: 06917384

Samera [is/am/are] the data controller and we are responsible for your personal data (referred to as “we”, “us” or “our” in this privacy notice).

Contact Details

Our full details are:

Full name of legal entities: Samera Ltd, Samera Finance Ltd, Samera Practice Sales Ltd, Samera International Ltd, Samera Growth Advisors Ltd

Email address: [email protected]

Postal address: 136 High Street, Esher, Surrey, KT10 9QJ

It is very important that the information we hold about you is accurate and up to date. Please let us know if at any time your personal information changes by emailing us at [email protected].

What data do we collect about you, for what purpose and on what ground we process it

Personal data means any information capable of identifying an individual. It does not include anonymised data.

We may process the following categories of personal data about you:

Communication Data that includes any communication that you send to us whether that be through the contact form on our website, through email, text, social media messaging, social media posting or any other communication that you send us. We process this data for the purposes of communicating with you, for record keeping and for the establishment, pursuance or defence of legal claims. Our lawful ground for this processing is our legitimate interests which in this case are to reply to communications sent to us, to keep records and to establish, pursue or defend legal claims.

Customer Data that includes data relating to any purchases of goods and/or services such as your name, title, billing address, delivery address email address, phone number, contact details, purchase details and your card details. We process this data to supply the goods and/or services you have purchased and to keep records of such transactions. Our lawful ground for this processing is the performance of a contract between you and us and/or taking steps at your request to enter into such a contract.

User Data that includes data about how you use our website and any online services together with any data that you post for publication on our website or through other online services. We process this data to operate our website and ensure relevant content is provided to you, to ensure the security of our website, to maintain back- ups of our website and/or databases and to enable publication and administration of our website, other online services and business. Our lawful ground for this processing is our legitimate interests which in this case are to enable us to properly administer our website and our business.

Technical Data that includes data about your use of our website and online services such as your IP address, your login data, details about your browser, length of visit to pages on our website, page views and navigation paths, details about the number of times you use our website, time zone settings and other technology on the devices you use to access our website. The source of this data is from our analytics tracking system. We process this data to analyse your use of our website and other online services, to administer and protect our business and website, to deliver relevant website content and advertisements to you and to understand the effectiveness of our advertising. Our lawful ground for this processing is our legitimate interests which in this case are to enable us to properly administer our website and our business and to grow our business and to decide our marketing strategy.

Marketing Data that includes data about your preferences in receiving marketing from us and our third parties and your communication preferences. We process this data to enable you to partake in our promotions such as competitions, prize draws and free give-aways, to deliver relevant website content and advertisements to you and measure or understand the effectiveness of this advertising. Our lawful ground for this processing is our legitimate interests which in this case are to study how customers use our products/services, to develop them, to grow our business and to decide our marketing strategy.

We may use Customer Data, User Data, Technical Data and Marketing Data to deliver relevant website content and advertisements to you (including Facebook adverts or other display advertisements) and to measure or understand the effectiveness of the advertising we serve you. Our lawful ground for this processing is legitimate interests which is to grow our business. We may also use such data to send other marketing communications to you. Our lawful ground for this processing is either consent or legitimate interests (namely to grow our business).

Sensitive Data

We do not collect any Sensitive Data about you. Sensitive data refers to data that includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data. We do not collect any information about criminal convictions and offences.

Where we are required to collect personal data by law, or under the terms of the contract between us and you do not provide us with that data when requested, we may not be able to perform the contract (for example, to deliver goods or services to you). If you don’t provide us with the requested data, we may have to cancel a product or service you have ordered but if we do, we will notify you at the time.

We will only use your personal data for a purpose it was collected for or a reasonably compatible purpose if necessary. For more information on this please email us at [email protected]. In case we need to use your details for an unrelated new purpose we will let you know and explain the legal grounds for processing.

We may process your personal data without your knowledge or consent where this is required or permitted by law.

How we collect your personal data

We may collect data about you by you providing the data directly to us (for example by filling in forms on our site or by sending us emails). We may automatically collect certain data from you as you use our website by using cookies and similar technologies. Please see our cookie policy for more details about this.

We may receive data from third parties such as analytics providers such as Google based outside the EU, advertising networks such as Facebook based outside the EU, such as search information providers such as Google based outside the EU, providers of technical, payment and delivery services, such as data brokers or aggregators.

We may also receive data from publicly available sources such as Companies House and the Electoral Register based inside the EU.

Marketing Communications

Our lawful ground of processing your personal data to send you marketing communications is either your consent or our legitimate interests (namely to grow our business).

Under the Privacy and Electronic Communications Regulations, we may send you marketing communications from us if (i) you made a purchase or asked for information from us about our goods or services or (ii) you agreed to receive marketing communications and in each case you have not opted out of receiving such communications since. Under these regulations, if you are a limited company, we may send you marketing emails without your consent. However, you can still opt-out of receiving marketing emails from us at any time.

Before we share your personal data with any third party for their own marketing purposes we will get your express consent.

You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or OR by emailing us at [email protected].

If you opt-out of receiving marketing communications this opt-out does not apply to personal data provided as a result of other transactions, such as purchases, warranty registrations etc.

Disclosures of your personal data

We may have to share your personal data with the parties set out below:

Other companies in our group who provide services to us
Service providers who provide IT and system administration services.
Professional advisers including lawyers, bankers, auditors and insurers
Government bodies that require us to report processing activities.
Third parties to whom we sell, transfer, or merge parts of our business or our assets.

We require all third parties to whom we transfer your data to respect the security of your personal data and to treat it in accordance with the law. We only allow such third parties to process your personal data for specified purposes and in accordance with our instructions.

International transfers

We are subject to the provisions of the General Data Protection Regulations that protect your personal data. Where we transfer your data to third parties outside of the EEA, we will ensure that certain safeguards are in place to ensure a similar degree of security for your personal data. As such:

We may transfer your personal data to countries that the European Commission have approved as providing an adequate level of protection for personal data by; or
If we use US-based providers that are part of EU-US Privacy Shield, we may transfer data to them, as they have equivalent safeguards in place; or
Where we use certain service providers who are established outside of the EEA, we may use specific contracts or codes of conduct or certification mechanisms approved by the European Commission which give personal data the same protection it has in Europe.

If none of the above safeguards is available, we may request your explicit consent to the specific transfer. You will have the right to withdraw this consent at any time.

Data security

We have put in place security measures to prevent your personal data from being accidentally lost, used, altered, disclosed, or accessed without authorisation. We also allow access to your personal data only to those employees and partners who have a business need to know such data. They will only process your personal data on our instructions and they must keep it confidential.

We have procedures in place to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach if we are legally required to.

Data retention

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

When deciding what the correct time is to keep the data for we look at its amount, nature and sensitivity, potential risk of harm from unauthorised use or disclosure, the processing purposes, if these can be achieved by other means and legal requirements.

For tax purposes, the law requires us to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they stop being customers.

In some circumstances, we may anonymise your personal data for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

Your legal rights

Under data protection laws you have rights in relation to your personal data that include the right to request access, correction, erasure, restriction, transfer, to object to processing, to portability of data and (where the lawful ground of processing is consent) to withdraw consent.

You can see more about these rights at:
https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/

If you wish to exercise any of the rights set out above, please email us at [email protected]

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive or refuse to comply with your request in these circumstances.

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you.

If you are not happy with any aspect of how we collect and use your data, you have the right to complain to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We should be grateful if you would contact us first if you do have a complaint so that we can try to resolve it for you.

Third-party links

This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

Cookies

You can set your browser to refuse all or some browser cookies or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly. For more information about the cookies we use, please see our cookie policy.

Last Updated: November 2020