IB1-2019-11-01
Terms Version Effective Date — 2019-11-01
This Agreement is made on the Service Effective Date between You (“You”, “Your”), and Icebreaker One Limited, 16 Wapping High Street, London E1W 1NG (“Icebreaker”, “Us”, “We”, “Our”)
DEFINITIONS
Contributions include but are not limited to expertise, use cases and/or case studies; developing joint funding proposals that address collective-action challenges; promoting Our mission, values, activities and/or outputs; communication and dissemination of Materials.
Events include but are not limited to roundtables, workshops, meetups, conferences and related gatherings.
Materials include data, information, content, media, communications and other materials in physical or digital form.
Membership Term is twelve (12) months.
Services may include but are not limited to the development of: open standards, innovation vehicles, accreditation & certification services, research, communication, training, Events and the production of Materials.
1. CONTEXT
1.1 Your usage of Our Services constitutes Your acknowledgement to be bound by this Agreement.
1.2 We may revise and update these Terms & Conditions and the scope of Service from time to time at Our sole discretion.
1.3 Any changes are effective from the Terms Version Effective Date as notified herein. Any material changes shall be communicated to You by Us. Your continued use of the Service means that You accept and agree to the changes.
2. COMMENCEMENT / DURATION OF SERVICES
2.1 The Services will commence on the Service Effective Date and continue for the Membership Term.
2.2 The Service will be automatically renewed after each Membership Term for an equal period.
2.3 Such renewal shall reset the Service Effective Date to the renewal date.
2.4 Such renewal process shall continue until terminated in accordance with the Terms & Conditions herein.
3. BRANDING, EVENTS, NETWORKING AND COLLABORATION
3.1 You will be recognised as a Member of Icebreaker One.
3.2 All Members shall be entitled to non-exclusive brand placement and recognition on Our Materials and at Events.
3.3 You must supply Us with relevant branding collateral in a timely manner.
3.4 You may nominate a speaker for Our flagship Events. While such nominations shall be considered by Us, acceptance of speakers to present is at our sole discretion.
3.5 You may send up to two (2) representatives to Our Events.
3.6 Subject to mutual agreement, You may be invited to nominate one of Your representatives to serve on specialist advisory boards.
3.7 You will participate in the development of Events and/or Materials through one or more Contributions.
4. FEES AND EXPENSES
4.1 Unless otherwise agreed, fees will be payable annually in advance.
4.2 Unless otherwise agreed, payment must be made within 30 days of the invoice date. Payments must be made electronically to the account detailed on Our invoices.
4.3 We reserve the right to charge interest on overdue accounts at the statutory rate in accordance with the UK Late Payment of Commercial Debts (Interest) Act 1998, from the due date until payment is received by Us.
4.4 Fees are exclusive of UK VAT.
4.5 UK VAT will be charged where applicable.
5. CONTRIBUTION IN-KIND (CiK) AND CASH CONTRIBUTION (CC)
5.1 You may nominate a CC and CiK value upon subscribing.
5.2 The combined CC and CiK value shall be no less than the Service Fee.
5.3 Unless otherwise agreed in writing in advance the CC value must be no less than 50% of the Service Fee.
5.4 The CC and CiK values may be reviewed on an annual basis.
5.5 The CiK value must be documented in writing within each Membership Term. This must be recorded as a commercial Credit Note or equivalent auditable financial records.
5.6 We shall assess and review Your CiK within 60 days of the end of each Membership Term.
5.7 We reserve the right to invoice You for any amount not documented as CiK up to the value declared against Your Membership Tier based on this review.
5.8 Should the CiK value be disputed by either party an independent auditor, which shall be agreed by both Parties, shall be appointed to assess its value and the audited value of the CiK shall be deemed the amount liable.
6. STANDARD OF CARE
6.1 We will exercise reasonable skill, care and diligence in the performance of the Services in accordance with generally recognised commercial practices and standards.
7. INTELLECTUAL PROPERTY
7.1 Unless otherwise noted in writing, copyright in all and any outputs including, but not limited to Materials, drawings, reports, documents, software, data and prepared by Us will remain the property of Us.
7.2 Where legally and commercially relevant and appropriate, We will licence outputs under open licenses (for example Creative Commons Attributions, CC-BY). Such open licenses may be applied with a time delay to maintain commercial continuity.
7.3 Unless otherwise noted in writing, copyright in all and any Materials provided by You as such remain the property of You.
8. PERSONNEL
8.1 Both parties agree that during the term of the Appointment and for an additional period of three months after termination, neither party shall directly or indirectly canvas with a view to offering or providing employment to, offer contract with, or entice to leave any employee of or contractor to the other party.
9. LIABILITY, INSURANCE, WARRANTIES
9.1 You agree to hold Us, Our affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Your use of the Our Service.
9.2 We maintain professional indemnity insurance and will use our reasonable endeavours to maintain such insurance for so long as it has any liability under the Agreement. We will have no liability to You whether in contract or in tort except to the extent that such liability is covered by professional indemnity insurance and We shall, in any event, have no liability to You for any indirect or consequential loss suffered by You including, but not limited to, loss of profits.
9.3 You are entirely liable for activities conducted by Your use of Our Service. If You are dissatisfied with the Material or Our Service or with these Terms of Use, Your sole and exclusive remedy is to stop using the Material and Our Services.
9.4 We do not warrant the accuracy, completeness, currentness or other characteristics of any Material available on or through Our Service. We will also not be liable for any loss or injury resulting directly or indirectly from Our Service, whether or not caused in whole or in part by our negligence or by contingencies within or beyond Our control.
9.5 Our Service is provided “as is” and “as available”. We make no representation or warranty of any kind express or implied. We expressly disclaim any warranties of merchantability or fitness for a particular purpose or use.
10. TERMINATION & CANCELLATION
10.1 This Agreement shall continue unless terminated by either party on not less than 90 days written notice.
10.2 Unless otherwise agreed in writing by Us, Termination prior to the end of the Membership Term shall result in no refund or reduction in fees due.
10.3 Upon termination You will immediately pay Us all fees due.
10.4 Either party may terminate this Agreement at any time by giving notice to the other if the other: commits a material breach of any of the Terms agreed herein and does not remedy them within 14 days of such notice; ceases to trade; is guilty of gross misconduct; materially misrepresents the other; fails to pay fees and expenses.
10.5 Termination will not prejudice the accrued rights and liabilities of the parties.
10.6 Upon termination both parties shall each remove the brand of the other from relevant Materials (e.g. website Membership page).
11. LAW
11.1 This agreement between the parties is governed by English law.
11.2 This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else and any person who is not a party to this Agreement.
11.3 As a condition precedent to any dispute or difference being decided by the Courts, You and Us agree to attempt an amicable settlement by embarking upon an Alternative Dispute Resolution (ADR) procedure as recommended by the Centre for Dispute Resolution London.