TERMS AND CONDITIONS FOR COLLABORATE “COLLABORATE CONDITIONS”
These terms and conditions should be read in association with the Membership Terms and Conditions and the CMA
1.1 Definitions. In these Collaborate Conditions, the following definitions apply (in addition to those terms defined in the Membership Terms & Conditions):
Collaborate: the additional service of a project workspace, discussion group or forum supplied as part of membership to the Website.
Collaborate Conditions: these additional terms and conditions applicable to Collaborate.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Membership Terms & Conditions: the terms and conditions relating to Procurement Leaders, as amended from time to time, which may be found at www.procurementleaders.com/terms-and-conditions
Procurement Leaders Materials: any information uploaded to the Website by Procurement Leaders, in any digital format.
User Materials: any materials, including comments, uploaded to the Procurement Leaders website by another User.
2. BASIS OF CONTRACT
2.1 Acceptance of these Terms and Conditions constitutes an offer by the User to have access to Collaborate.
2.2 The User acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Procurement Leaders which is not set out in the Membership Terms & Conditions, the Collaborate Conditions or the CMA.
2.3 These Conditions, and Procurement Leaders’ Membership Terms & Conditions for the Website, apply to the Contract to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SUPPLY OF MEMBERSHIP
3.1 As Collaborate is a free additional service to membership of the Website, Procurement Leaders shall have the right to discontinue Collaborate without notice at any time.
3.2 Procurement Leaders shall have the right to make any changes to Collaborate which are necessary to comply with any applicable law, safety requirement, or business requirement, and Procurement Leaders shall notify the Member in any such event.
3.3 Procurement Leaders warrants to the User that the Collaborate will be provided using reasonable care and skill.
3.4 Procurement Leaders may monitor any project workspace, discussion group or forum for the purpose of giving full effect to Collaborate and may at its sole discretion archive, close or delete any project workspace, discussion group or forum it deems necessary, whether or not that is as a result of a User breach of clause 4.1 below.
4. USER’S OBLIGATIONS
4.1 The User shall:
(a) co-operate with Procurement Leaders in all matters relating to the Collaborate;
(b) ensure that all licences, permissions and consents which may be required before uploading User Materials to Collaborate, or duplicating information that has been uploaded to Collaborate, have been obtained and are duly maintained;
(c) ensure that any User Materials uploaded to Collaborate, or duplicated on Collaborate, do not infringe on the Intellectual Property Rights of any other person;
(d) ensure that any User Materials uploaded to Collaborate, or duplicated on Collaborate, are not unlawful or inappropriate and do not contain a virus or a hostile program;
(e) ensure that any User Materials or any information supplied by other members of Collaborate, is not duplicated in any way outside of that project workspace, discussion group or forum; and
4.2 The Member shall indemnify Procurement Leaders for any costs or losses sustained or incurred by Procurement Leaders arising directly or indirectly from the User’s failure or delay to perform any of its obligations as set out in clause 4.1.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All Intellectual Property Rights in or arising out of or in connection with any Procurement Leaders Materials shall be owned by Procurement Leaders.
5.2 All Procurement Leaders Materials are the exclusive property of Procurement Leaders.
6.1 Procurement Leaders shall under no circumstances whatsoever be liable to the Member, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising directly or indirectly in connection with Collaborate, or the User acting on any information contained on Collaborate.
6.2 Procurement Leaders shall not be liable for any costs or losses sustained or incurred by the User arising directly or indirectly from Procurement Leaders’ failure or delay to perform any of its obligations.
6.3 This clause 6 shall survive termination of the Contract.
7.1 Without limiting its other rights or remedies, Procurement Leaders may terminate a User’s access to Collaborate with immediate effect by giving written notice to the other party if the User commits a material breach of any term of the Collaborate Conditions and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
8. CONSEQUENCES OF TERMINATION
On termination of access to Collaborate for any reason:
(a) the User shall return any Procurement Leaders Materials and delete any digital content downloaded from Procurement Leaders;
(b) any User Materials uploaded to the Website may be archived by Procurement Leaders and the other members of the project workspace, discussion group or forum may be notified of this;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the CMA which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
8.2 Governing law. The CMA, Membership Terms & Conditions, and Collaborate Terms & Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
8.3 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).