MEMBERSHIP TERMS AND CONDITIONS
TERMS AND CONDITIONS
Part 1 – Introduction
1.1 The following terms shall have the following meanings:
(a) “Member(s)” means, the client company set out on the Corporate Membership Agreement (“CMA”); and Users;
(b) “Membership Fee” means the fees for each of the Membership Services or any Extension Fee (as defined in Clause 2.4(b)) where applicable;
(c) “Licence Period” means the period of time specified on the CMA during which the Membership Services shall be made available to Member;
(d) “Licensor” means Sigaria Ltd, a company registered in England and Wales with company number 05013101 whose registered office is at Unit 5 Tun Yard, Peardon Street, London, SW8 3HT, United Kingdom Sigaria Ltd trades as Procurement Leaders™.
(e) “Membership Services” means the Website, publications, information, databases, data, channel based data, research, teleconferences, webinars, masterclases, meetings, Ask the Community responses, PVOs and other intellectual property listed on the CMA;
(f) “Terms” means these terms of business; and
(g) “User” those individuals (up to any agreed limitation on the number of users) nominated by Member to access the Membership Services under this Membership Agreement, who shall at all times be Member’s employee(s) or officer(s) as specified by the licence type set out on the Corporate Membership Agreement (“CMA”);
(h) “Websites” means the online services operated by Licensor.
1.2 Unless otherwise agreed by Licensor in writing, the Membership Agreement shall govern Member’s access to and use of the Membership Services, regardless of format or means of delivery, to the exclusion of all other terms and conditions, including any which Member purports to apply under any purchase order, confirmation of order, specification or other document.
1.3 If the CMA is inconsistent with any of the Terms, the provisions in the CMA will prevail, but only to the extent of the inconsistency.
1.4 Headings are for ease of reference only and shall not affect the construction of this Membership Agreement; words importing one gender include any other; the singular includes the plural and vice versa; words beginning with a capital letter are defined within this Membership Agreement; and the word “including” does not connote any limitation.
Part 2 – Terms applicable to all Membership Services
2.1 Licensor making the Membership Services available to Member shall constitute performance of Licensor’s services and this Membership Agreement shall continue for the duration of the Licence Period, unless terminated earlier pursuant to these Terms.
2.2 Invoices shall be paid not later than 30 days from the date on the invoice. Any late payment of invoices shall be subject to the provisions of clause 7.8. Member agrees that any breach of this, clause2.2, shall constitute material breach, capable of termination by Licensor pursuant to clause 5.3.
2.3 This Membership Agreement will not come into effect and Licensor will not be bound to supply or permit access to any of the membership Services unless and until it accepts a legible copy of the Membership Agreement, signed and dated by the member at all indicated points.
2.4 If Member or any other company or entity that benefits from this Membership Agreement (together the “Licensees”) merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in any Member (“Transfer”), member shall promptly notify Licensor in writing of such Transfer and:
(a) this Membership Agreement shall remain in full force and effect;
(b) Licensor may offer Member a revised Membership Fee for all Membership Services based on, amongst other things, the increased benefit Member receives from the Membership Services due to the enlarged size and nature of Member’s business following the Transfer (“Extension Fee”); and
(c) unless and until Member pays the Extension Fee, Member agrees (and shall ensure as a primary obligation) that no employee, contractor or other personnel of the relevant third party shall access, use or benefit in any way from the Membership Services or shall be deemed to be Member(s) under this Membership Agreement.
2.5 Client agrees that any breach of clause 2.4(c) shall be a material breach of Client’s obligation, capable of termination by Licensor pursuant to clause 5.3. Client shall fully indemnify Licensor against any claims, losses, damages, costs, expenses (including reasonable legal expenses) or other liability incurred by Licensor in respect of any breach of clause 2.4(c).
Licence and Proprietary Rights
2.6 Licensor grants the Member a non-exclusive, non-transferable licence to access and use the Membership Services for the Licence Period in accordance with this Membership Agreement. Member undertakes to comply with this Membership Agreement and ensure that Users do likewise. Member accepts liability for any loss, damage, cost or other liability Licensor incurs as a result of a breach of this Membership Agreement by a Member.
2.7 Licensor uses reasonable endeavours to ensure that all Membership Services comply with the laws of the United Kingdom (“UK”) However, Licensor makes no representations that the Membership Services are appropriate or available for use in locations outside the UK. Members accessing or using the Membership Services in or from locations outside the UK do so on their own initiative and shall be responsible for compliance with all applicable laws. Member accepts that if it, or any of its User(s), is resident outside the UK, it must satisfy itself that it is lawfully able to licence, access and use the Membership Services and, to the extent permitted by applicable law, Licensor accepts no liability for any costs, losses or damages in this regard.
2.8 The Membership Services are protected by international copyright laws, database rights and other intellectual property rights. Licensor, its affiliates or third party licensors are the owners of these rights. All product and company names and logos contained within the Membership Services are the trademarks, service marks or trading names of their respective owners. All rights not specifically granted to Member under this Membership Agreement are reserved.
2.9 Member shall be responsible for ensuring that:
(a) except for User(s), no employee, visitor, contractor or other third party shall access or otherwise use the Membership Services; and
(b) Users immediately cease to access, use and benefit from the Membership Services upon the cessation of their relationship with Member, regardless of the nature of the relationship.
2.10 Licensor reserves the right at any time:
(a) to alter, correct, update, upgrade or vary the technical specification of any aspect of any of the Website;
(b) to withdraw all or part of the Membership Services if Licensor ceases to publish or ceases to have the right to publish the relevant Membership Services or if the same are the subject of a libel, copyright or other third party right infringement allegation and Licensor considers that withdrawal is advisable in the circumstances.
2.11 Where Licensor exercises its rights under clause 2.10(b), Licensor shall offer Member broadly equivalent replacement materials in final settlement of the matter and will discharge Licensor of all liabilities to Member in respect of the withdrawn Membership Services.
2.12 Licensor warrants that it has the right to licence the Website and Membership Services to the Member and that it will provide the Membership Services with reasonable skill and care. All other express or implied terms, conditions, warranties, representations or endorsements in relation to the Membership materials and Website are excluded to the fullest extent permitted by law.
Limitation of Liability and Indemnity
2.13 Licensor uses reasonable endeavours to ensure that Membership Services are accurate, however, Licensor cannot guarantee the accuracy of any material, which are provided strictly on an “as is” basis. Licensor accepts no liability for any loss or damage whatsoever sustained by member as a result of using or relying on the Membership Services.
2.14 Member agrees that, where Membership Services include any opinion, analysis, prediction or assessment of facts or circumstances (“Opinions”), such Opinions represent Licensor’s subjective views based on the facts or information available or circumstances known to it at the relevant time, which may not always be correct and/or may change.
2.15 Member shall draw its own conclusions regarding Membership Services and/or Opinions using its own skill and judgement. The Member shall not substitute the Membership Services and/or Opinions for its own assessment, judgement or conclusions to reach decisions on matters, including:
(a) the assessment of risk or credit worthiness;
(b) the pricing of Members products or services;
(c) taking or omitting any steps, actions or measures (including legal proceedings) against third parties; and/or
(d) the basis upon which it does business with third parties.
2.16 Licensor accepts no liability for any indirect or consequential loss or damage or for any loss of data, profit, goodwill, anticipated savings, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable, arising under or in relation to this Membership Agreement or arising out of or in connection with Members access, viewing or use of, or reliance upon any Membership Services.
2.17 Where Member suffers loss or damage arising out of or in connection with the use or performance of the Membership Services and/or Opinions, Licensor accepts no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause, whether on the part of Licensor, its servants, agents or any other person or entity.
2.18 If Licensor is liable to Member under this Membership Agreement for any reason, Licensor’s liability shall be limited to the amount paid by Member for membership Services in the year in which such liability arose.
2.19 Nothing in this Membership Agreement shall limit Licensor’s liability for death or personal injury resulting from its negligence or from its fraudulent misrepresentation or any liability which cannot be excluded under the applicable law.
2.20 Member shall fully indemnify Licensor from and against any claims, demands, losses, damages, costs, expenses, obligations, assessments, suits, judgments, proceedings and actions including interest, penalties and reasonable legal fees and expenses or other liability incurred by Licensor in respect of any infringement of its rights (including intellectual property rights) arising from Members use of the Membership Services..
2.21 Neither party may assign, transfer or sub-licence its rights or obligations under this Membership Agreement without prior written consent from the other party (not to be unreasonably withheld or delayed), with the exception that Licensor may assign or transfer this Membership Agreement without Client consent.
Data Protection and Monitoring
2.22 Unless otherwise defined, terms in this clause shall have the meanings defined within the Data Protection Act 1998, as amended from time to time.
2.23 Member acknowledges that Licensor may process personal data which is supplied to and/or collected by Licensor (whether via Member correspondence or during any User registration process or other method, including cookies), to the extent reasonably necessary for Licensor, its partners, successors (including the purchaser of the whole or part of its business), associates, sub-contractors or other third parties (together “Partner Companies”) for the purpose of carrying out this its obligations under this Membership Agreement (“Purpose”). These Partner Companies may be located in countries outside the European Economic Area that do not have laws to protect information supplied to them.
2.24 By entering into this Membership Agreement, Client agrees to the processing and disclosure of its Personal Data by Licensor and its Partner Companies for the Purpose.
2.25 Licensor has the right, to monitor use of and access to the Websites in order to verify Member compliance with this Membership Agreement and/or to satisfy any law, regulation or authorised government request.
Part 3 – Terms applicable to Websites
3.1 Member agrees that all logins, passwords or other Member identification (“Access Credentials”) used to access Membership Services (whether chosen by Member or provided by Licensor) are confidential and personal to each User. The Member shall ensure, as a principal obligation, that Users do not disclose or transfer Access Credentials to any person.
3.2 Member must notify Licensor immediately of any unauthorised use of Access Credentials or any other breach of security regarding Licensor’s websites that come to the Member’s attention.
3.3 Without prejudice to any other right or remedy, Licensor may disable any Access Credentials at any time, if in Licensor’s opinion Member or a User has failed to comply with clauses 3.1 and/or 3.2.
3.4 Member is responsible for ensuring that its computer system meets all relevant technical specifications necessary to receive the Membership Services. Licensor employs industry standard procedures and virus checks, but does not warrant that Membership Services will be free from viruses and/or other code that has contaminating or destructive properties. The Member is responsible for implementing industry standard procedures and virus checks to maintain the security of its computer system.
3.5 Licensor cannot guarantee the continuous operation of Websites or their freedom from technical errors and accepts no liability for such interruptions or errors.
3.6 Client agrees as a principal obligation that it shall not:
(a) attempt to reverse engineer, decompile or otherwise interfere with the Websites;
(b) attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device owned or managed by Licensor; and/or
(c) use automated retrieval devices (including crawlers, spiders or information aggregator services).
3.7 Licensor reserves the right to temporarily suspend Members access to the Membership Services for the purposes of maintenance or upgrade, but Licensor will use reasonable endeavours to make such suspension during periods of low demand for access and to minimise the period thereof.
3.8 Member agrees that Licensor has no control over the content or availability of third party websites which Member may access through links on Licensor’s Websites and that they are independent from such Websites. Such links do not constitute endorsement by Licensor and Licensor accepts no responsibility for the content, or Member’s use of, third party websites. Licensor shall not be liable for any loss or damage arising from Member’s use of or reliance on any content, goods or services available on or through a third party website.
Part 4 – Terms of Permitted Use
4.1 Members may, solely for their own use in the internal course of the Member’s business:
(a) access and use the Membership Services (whether in hard copy, electronic data storage (“EDS”) or other electronic form and regardless of the means of access or delivery);
(b) download and store limited and insubstantial extracts from individual reports, articles or documents contained in the Membership Services (“Extracts”);
(c) download, print and/or storeone copyof reports and newsletters contained in the Membership Services; and
4.2 Members may use Extracts in internal business reports circulated to the member’s employees or officers provided it does not form part of a systematic, regular or routine pattern of use.
4.3 Except as expressly permitted under this Membership Agreement, member shall not, and shall ensure as a principal obligation that users shall not, use membership Services for any external purpose, including mass advertising and/or public relations campaigns.
4.4 Members may use Extracts for external purposes, provided such use is in the ordinary course of Member’s business and does not form part of a systematic, regular or routine pattern of use.
4.5 Licensor grants to Member permission to use Extracts as part of an audiovisual presentation, speech or marketing material provided always that such use shall (unless otherwise agreed in writing with Licensor) be only in compliance with all of the following conditions:
(a) Licensor’s copyright notice is displayed with reasonable prominence on any written document;
(b) for audiences or recipient lists of 150 or more persons, a proof of the document is supplied to Licensor no less than 30 days before the intended date of use. Member shall not release or use in any way such documents incorporating Extracts, until written permission is received (not to be unreasonably withheld or delayed).
4.6 Member shall not (and shall ensure as a principal obligation that Members shall not) except where required by law or court order, use, submit or volunteer any of the Membership Services as evidence in any legal proceedings (and such restriction shall apply regardless of whether such use would be in the ordinary course of Member’s business).
Access to member connect technology
4.7 Members may access the Member Connect service, this is managed by Procurement Leaders™ and enables Members to connect with other Members from internal and external teams to work on projects if they choose to. Procurement Leaders™ facilitates this service but does not take responsibility for communication that takes place. Procurement Leaders™ does not assume control of the member’s intellectual property and respects confidentiality.
4.8 Members are requested to accept terms and conditions when using the service.
General use of Materials
4.9 Member shall not (and shall ensure as a principal obligation that Members shall not) other than as expressly permitted in this Membership Agreement:
(a) download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Membership Services other than as expressly permitted in this Membership Agreement;
(b) resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Membership Services (in whole or in part) to any other person;
(c) use the Membership Services in any manner, (or transfer or export the Membership Services or any copies thereof into any country), other than in compliance with applicable laws;
(d) allow any person other than the Members to use or gain access to the Membership Services regardless of format or means of access or delivery;
(e) change or substitute a Member without Licensor’s prior written consent (not to be unreasonably withheld);
(f) modify or alter the Membership Services nor create a database in electronic or structured manual form by downloading and storing any of the content from such Membership Services; and/or
(g) in the case of Membership Services supplied in portable EDS, permit anyone other than the Members to access the software. This Membership Agreement will continue to govern the use of the Membership Services regardless of where the EDS containing the Membership Services is located.
Part 5 - Duration and Termination
5.1 In consideration of the Membership Fee, the Licensor will supply the membership Services and/or make them available to the Member via the Websites beginning on the start date on the CMA.
5.2 Licensor may immediately terminate this Membership Agreement if the Member is or becomes a competitor of the Licensor or it sells, sub-licences, provides, discloses or transmits any of the Membership Services to any of Licensor’s competitors.
5.3 Either party may immediately terminate this membership Agreement at any time if the other:
(a) materially breaches any of its obligations under this Membership Agreement and fails to remedy such breach (if capable of remedy) within 30 days of receiving written notice of the breach;
(b) persistently breaches of any of its obligations under this membership Agreement, regardless of whether such breaches are capable of remedy; and/or
(c) goes into liquidation whether compulsory or voluntary; is declared insolvent; has an administrator or receiver appointed over the whole or any part of its assets; enters into any arrangement for the benefit of or compounds with its creditors generally; ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
5.4 Without Prejudice to any other rights or remedies under this Membership Agreement the Licensor shall be entitled to suspend the Member’s access to any or all of the Membership Services including access to the Website, without prior notice, in the event the Licensor reasonably believes a Member is in breach of any term of this Membership Agreement. Notwithstanding any other term of this Membership Agreement, the Licensor shall not be liable for any direct, indirect or consequential loss of the Member for suspending access to the Membership Services pursuant to this clause 5.4
5.5 Upon termination or expiration of this Membership Agreement:
(a) all Member’s rights and licences to the Membership Services shall immediately cease;
(b) The Member shall ensure, as a principal obligation, that all users immediately cease using any Access Credentials;
(c) Licensor shall not be required to refund any fees received from the Member;
(d) Licensor shall be entitled to submit an invoice for any outstanding fees which will become immediately due and payable.
5.6 Membership Services contained within internal reports as permitted by 4.2 and computer system backup media created in observance of the Member’s information technology policy shall be exempt from the provisions of clause 5.4 provided always that Member shall not benefit from such materials in any way.
5.7 Termination of this Membership Agreement shall not prejudice any accrued rights or remedies and the following clauses shall remain in force: 1.1 to 1.4 inclusive, 2.7, 2.8, 2.13 to 2.20 inclusive, 5.5 to 5.6 inclusive and 7.1 to 7.9Error! Reference source not found. inclusive.
Part 6 – Force Majeure
6.1 For the purpose of this clause a force majeure event (“Event") means an event beyond the reasonable control of the affected party including strike; lock-out; labour dispute; act of God; war; riot; acts of terrorism; malicious damage; compliance with a law or governmental order, rule, regulation or direction; breakdown of plant or machinery; fire; flood; storm; illness or disease.
6.2 Neither party shall be liable for a failure to perform its obligations under this Membership Agreement due to an Event provided the affected party notifies the other party in writing of the Event, the date on which it started and the effect on its ability to perform its obligations as soon as reasonably possible after the start of the Event. The affected party shall make reasonable endeavours to mitigate the effects of the Event on the performance of its obligations. As soon as reasonably possible after the end of the Event, the affected party shall resume performance of its obligations under this Membership Agreement. .
Part 7 – General
7.2 All variations to this Membership Agreement shall be the subject of a separate instrument signed by both parties and stamped by Licensor.
7.3 Any handwritten changes (including insertions, deletions or amendments) by the Member shall not serve to alter or have any effect on this Membership Agreement.
7.4 This membership Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
7.5 No forbearance or delay by either party in enforcing its rights will prejudice the rights of that party. No waiver of any right will be deemed to be a waiver of any other right and no waiver of any breach of any contractual term will be deemed to be a waiver of any other term or any later breach.
7.6 Notices affecting the status of this Membership Agreement must be in writing and sent by recorded delivery to the addresses of the parties set out in this Membership Agreement, as updated from time to time. All other notices may be delivered by e-mail with delivery and read receipts requested.
7.7 It is the intent of the parties that Licensor will receive the membership Fees net of all applicable taxes including, sales, VAT, service or withholding taxes (“Taxes”), all of which shall be paid solely by the Member. If, and to the extent that, any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Membership Fees, the amount of the Membership Fees shall be increased by an amount necessary to compensate for the Taxes (including any amount necessary to “gross up” for Taxes levied on the increase itself).
7.8 Licensor reserves the right to charge Members interest on any overdue payment at the rate of 3% above LIBOR plus a sum equal to all reasonable costs and expenses suffered or incurred by Licensor in connection with the recovery of overdue amounts from the Member. The Licensor shall be entitled to suspend the Member’s access to any or all of the Membership Services including access to the Website, without prior notice, in the event payment of the Membership Fee remains outstanding in full or in part for over 30 days. The Licensor shall not be liable for any direct, indirect or consequential loss of the Member for suspending access to the Membership Services pursuant to this clause 7.8.
7.10 For the purposes of this clause, “Confidential Information” means information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) relating to the Disclosing Party’s business, products; affairs; finances; clients; customers; trade secrets; customer lists; billing practices; contractual arrangements; technical data and know-how.
(a) Except in the proper performance of its obligations under this Membership Agreement, the Receiving Party shall not itself (or allow others to) use or disclose Confidential Information to any person.
(b) This clause does not apply to: information already lawfully in the public domain; information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; information obtained from a third party who is free to disclose the same; disclosure of information which is required by law or other competent authorities; and information which can be shown to the reasonable satisfaction of the Disclosing Party to have been developed or created by the Receiving Party independently of the Confidential Information.