IB1-2021-11-01
Terms Version Effective Date — 2021-11-01
This Agreement is made on the Supporter 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, reports, communications and other related creations in physical or digital form.
Supporter Term is rolling monthly until cancelled unless otherwise agreed in writing.
Services may include but are not limited to the development of: open standards, innovation vehicles, accreditation & certification services, research, development, communication, training, Events and the production of Materials.
Supporter Effective Date is the date which You signed up to become a supporter via Our website.
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 Supporter Effective Date and continue for the Supporter Term.
2.2 The Service will be automatically renewed after each Supporter Term for an equal period.
2.3 Such renewal shall reset the Supporter 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 Supporter of Icebreaker One.
3.2 All commercial Supporters shall be entitled to non-exclusive brand placement and recognition on Our relevant Materials and at relevant Events. Such placement shall be determined by Us on a case-by-case basis.
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 Where applicable, You may send up to two (2) representatives to Our subscription Events (e.g. in-person 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 We encourage You to 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 monthly in advance.
4.2 Unless otherwise agreed, You will pay fees in full by credit or debit card using Our online sign-up system.
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.
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 Attribution, CC-BY or MIT). 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.
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 Supporter 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 Supporter 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.