Our mission is to help Subway® Franchisees be more profitable and competitive – today and for the future.

1 Definitions
1.1 The following words have the following meanings:
(a) "Collective Rebates" means any bulk/collective purchasing rebates or bonuses secured by IPC Europe as a result of contracting/arranging supplies in bulk volumes;
(b) "IPC Europe" means the Independent Purchasing Company Europe Limited;
(c) "The Franchisee Member" means a member of IPC Europe;
(d) "The Provisions" means these agency provisions;
(e) "The Services" means the services, including but not limited to those services mentioned in provision 2.1, carried out by IPC Europe as agent for and on behalf of the Franchisee Member;
(f) "Subway®" means Subway® International B V;
(g) "The Territory" means Europe.

2 Appointment
2.1 IPC Europe is hereby appointed by the Franchisee Member as its agent to source products and services required by the Franchisee Member in order to carry out its business, and to arrange, negotiate, conclude, and as appropriate, operate contracts and arrangements with suppliers and distributors of such products and/or services on behalf of and for the benefit of the Franchisee Member.
2.2 IPC Europe will not enter into any contracts or arrangements with suppliers or distributors on its own behalf, and any such contracts entered into by IPC Europe shall be entered into solely as agent of the Franchisee Member, for the purpose only of securing the bulk purchasing terms available to and on which the Franchisee Member may contract as set out in provision 3.3 below.
2.3 In utilising the Services the Franchisee Member shall do so in accordance with and subject to these Provisions.

3 Provision of the Services
3.1 The sole purpose of IPC Europe is to carry out the Services as agent on behalf of its Franchisee Members, and any other Subway® Franchisee within the Territory with whom it deems beneficial for the purpose of strengthening its position within the Territory and for the wider benefit of its Franchisee Members.
3.2 In providing the Services IPC Europe will utilise its bulk purchasing position for the benefit of all its Franchisee Members.
3.3 IPC Europe will endeavour to obtain for its Franchisee Members the best possible prices and contract terms with suppliers and distributors of products and services and shall make such arrangements available to its Franchisee Members.
3.4 IPC Europe will continually review the requirements of its Franchisee Members with a view to widening the products and services available to its Franchisee Members in accordance with these Provisions from time to time.
3.5 IPC Europe will at all times act in the best interests of the Franchisee Member, and shall at all times and in all dealings concerning carrying out the Services disclose itself as the agent of the Franchisee Member.
3.6 In carrying out the Services IPC Europe will at all times comply with any applicable statute, instrument, legislation, bye-law and regulation relating to the Services.
3.7 IPC Europe will be entitled at all times to conduct its business, for the purpose of carrying out the Services, in any way it deems appropriate.
3.8 As set out herein IPC Europe is hereby authorised to enter into any contracts and arrangements directly with suppliers and/or distributors in its capacity as agent on behalf of the Franchisee Member, and it is hereby agreed that in this event IPC Europe shall be indemnified for any loss it may suffer, due to entering into such contract or arrangement, by each Franchisee Member in proportion to the volume of business conducted by the Franchisee Member in accordance with these Provisions.
3.9 IPC Europe will at all times act towards the Franchisee member dutifully and in good faith.

4 Franchisee Member obligations
4.1 As required by the particular supplier or distributor the Franchisee Member shall enter into an individual contract or arrangement directly with such supplier or distributor to purchase the products or services, and IPC Europe shall not be a party to, nor shall it be liable in respect of, any such transaction.
4.2 All payments due to suppliers and distributors in connection with products and services purchased from them by the Franchisee Member should be paid promptly by the Franchisee Member and in accordance with the payment terms of the supplier and/or distributor.
4.3 The Franchisee Member shall be responsible at all times for providing to IPC Europe up to date details of its contact details, appropriate purchasing requirements, any changes in circumstance, or any other information which may affect its purchasing position, its relationship with suppliers and/or distributors and/or IPC Europe.

5 Liability
5.1 IPC Europe will not in any event be entitled to receive any benefits as a purchaser under any contract or arrangement entered into by it or any Franchisee Member with a supplier or distributor, nor shall it be subject to the obligations and liabilities arising under such contracts or arrangements, and more particularly IPC Europe shall not be liable in any way for any loss whatsoever or howsoever arising, whether incurred by the supplier/distributor or the Franchisee Member, as a result of any such contract or arrangement, whether entered into directly by the Franchisee Member or by IPC Europe on behalf of the Franchisee Member, and the Franchisee Member hereby waives all and any such claims it has or may have against IPC Europe in this regard.
5.2 It is hereby acknowledged and agreed that the Franchisee Members shall in any event be deemed to be the purchasing parties in all contracts and arrangements howsoever entered into as a result of IPC Europe carrying out the Services on behalf of the Franchisee Members.
5.3 The Franchisee Member shall at all times and from time to time indemnify IPC Europe fully, and keep it indemnified, against any loss whatsoever or howsoever arising incurred or suffered by it in connection with carrying out its duties as agent of the Franchisee Member in accordance with these provisions.

6 Collective Rebates

6.1 Where IPC Europe shall have secured for the benefit of its Franchisee Members any Collective Rebates from suppliers and/or distributors, these shall be paid (unless agreed otherwise between IPC Europe and the supplier/distributor) to IPC Europe to be dealt with as follows:
(a) firstly, a portion of any Collective Rebates shall be applied in reimbursing by way of a contribution the costs and expenses incurred by IPC Europe in carrying out the Services;
(b) an amount (to be reasonably determined by IPC Europe) of any surplus remaining following a payment out in accordance with provision 5.1(a) above shall be retained by IPC Europe for the purposes of funding planned future investment by IPC Europe, such investment to be solely for the purposes of assisting IPC Europe in carrying out the Services more efficiently; and
(c) thereafter the surplus of any Collective Rebates remaining at the conclusion of each financial year of IPC Europe shall be paid by IPC Europe to each of its Franchisee Members directly in proportion to the number of open stores operated by each Franchisee Member under individual Subway® franchise agreements.

7 Duration and termination

7.1 IPC Europe will be appointed as agent of the Franchisee Member on the date on which such person becomes a member of IPC Europe, and subject to the provisions set out below will continue as agent of the Franchisee Member until such time as the Franchisee Member shall cease to be a member of IPC Europe.
7.2 Following termination of the appointment of IPC Europe as agent:
(a) the Franchisee Member will continue to be liable for any sums due to any supplier and/or distributor, or to IPC Europe in accordance with these Provisions; and
(b) the Franchisee Member will cease to be entitled to receive any future Collective Rebates and to participate in or receive the benefit of, in any way whatsoever, any sums retained by IPC Europe in accordance with provision 6.1 above.
7.3 IPC Europe may terminate its appointment as agent of the Franchisee Member at any time immediately upon providing written notice to the Franchisee Member in the event of any of the following circumstances:
(a) in the event of a breach by the Franchisee Member of these provisions (and where such breach is capable of remedy, where it is not so remedied within 7 days of receipt of the notice):
(b) in the event that the Franchisee Member becomes insolvent or enters into any form of arrangement with his creditors;
(c) in the event that the Franchisee Member engages in any conduct whatsoever which is prejudicial to IPC Europe or its members or which may be considered to damage the brand or reputation of Subway®;
(d) in the event that the Franchisee Member is in breach of its franchise agreement or under any form of arbitration with Subway® or otherwise deemed not to be in compliance with any Subway® requirement.

8 Notices
8.1 Any notice which is required to be given in accordance with these provisions may be given by way of first class post to the last known postal address of the party concerned and the notice will be deemed to have been given at the time when in the normal course of post it should have been delivered at the address to which it was sent.

9 Data Protection
9.1 IPC Europe shall deal with the Franchisee Member’s personal data strictly in accordance with its privacy policy as issued from time to time, a copy of which will be provided to each new Franchisee Member on them becoming a member of IPC Europe, and copies of which are available at any time on request to IPC Europe and via IPC Europe’s website.

10 General Provisions
10.1 Nothing in the Agreement shall create or be deemed to create any partnership or relationship of employer and employee between the parties.
10.2 These agency provisions may be reviewed by IPC Europe from time to time, and IPC Europe shall be entitled on giving reasonable notice to the Franchisee Member to effect any change to these provisions which it considers necessary in the interests of IPC Europe and its members.
10.3 If any of these provisions is found to be void or unenforceable such provision shall be deleted from these Provisions and the remaining provisions shall continue in full force and effect.
10.4 These Provisions shall be governed by and construed in accordance with English law and both IPC Europe and the Franchisee Member hereby submit to the exclusive jurisdiction of the English courts.

Updated October 2017 (v1)
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