1. About your Membership
1.1. These Terms apply to your Membership. Capitalised words used in these Terms (such as ‘Member’), have a specific meaning. These are set out in Clause 22 below.
1.2. Membership is annual. It starts once the Membership Fee has been paid and the GEC provides access to the Membership Services. Membership will continue for a year unless ended earlier as set out in Clause 13 below.
1.3. Any other terms, whether implied by custom or practice, or which the Member may seek to include, are specifically excluded.
2. Membership Fees
2.1. Membership Fees are paid annually in advance. They are based on the number of employees of each Member (subject to a minimum and maximum fee), as notified to the Member during the on-line application process.
2.2. Membership Fees are exclusive of VAT.
2.3. The GEC may increase Membership Fees at any time by giving the Member not less than 30 days’ notice in writing.
3. Payment
3.1. Membership Fees are paid by on-line credit card payment. Alternatively, if the Member so requests, the GEC may issue an invoice, in which case the Member shall pay all invoices to the bank account nominated by the GEC in full within 30 days of the date of each invoice.
3.2. Where sums due under these Terms are not paid in full by the due date, the GEC may charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force. Such interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full.
4. Access to Membership Services
4.1. Subject to these Terms, the GEC grants to the Member a non-exclusive, non-transferable, personal right to use the Membership Services during the period of Membership for the Permitted Purpose.
4.2. GEC shall not be liable for any delay in or failure of performance of the Membership Services:
4.2.1. for downtime caused by routine or emergency maintenance;
4.2.2. caused by the Member’s breach of any of its obligations in clause 5, in which case the GEC may suspend performance of the Membership Services until such time as the Member fully remedies its breach or default;
4.3.3. resulting from the failure of any third party responsibilities which affect the Membership Services and which are outside of the GEC’s control; or
4.3.4. for any Unforeseen Events.
4.3. GEC shall be entitled to modify the features and functionality of the Membership Services, provided that any such modification does not materially adversely affect the use of the Membership Services.
5. Member Responsibilities
5.1. The Member shall:
5.1.1. not access or use the Membership Services for any purpose other than the Permitted Purpose;
5.1.2. ensure that it and any of its personnel use the Membership Services in accordance with these Terms;
5.1.3. ensure that its personnel having access to the Membership Services are the employees of the Member; and
5.1.4. comply with all applicable laws relating to the use of the Membership Services, including laws relating to privacy and data protection.
6. Third Party Materials
6.1 GEC may make Third Party Materials available for the Member’s use in connection with the Membership Services. The Member agrees that:
6.1.1 GEC has no responsibility for the use or consequences of use of any Third Party Materials;
6.1.2 the Member’s use of any Third Party Materials shall be governed by the applicable terms issued by the owner or licensor of the relevant Third Party Materials;
6.1.3 the Member will comply with all applicable third party terms which may govern the use of such Third Party Materials; and
6.1.4 the continued availability, compatibility with the Membership Services and performance of the Third Party Materials is outside the control of the GEC and the GEC has no responsibility for the same.
7. Intellectual property
7.1 All Intellectual Property Rights in and to the Membership Services belong to and shall remain vested in the GEC or the relevant third party owner or licensor.
7.2 Subject to any branding guidelines provided by the Member to the GEC, the Member hereby permits the GEC to reproduce its logo on its website and in other promotional materials for marketing purposes only.
7.3 To the extent Third Party Materials are accessible to, or used by or on behalf of the Member in connection with the use of the Membership Services, such use of Third Party Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by the third party. The GEC grants no Intellectual Property Rights or other rights in connection with any Third Party Materials.
7.4 Except for the rights expressly granted in these Terms, the Member shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Membership Services.
7.5 The Member hereby permits the GEC to use aggregated, anonymised data (excluding any Protected Data and any Confidential Information) collected from the Member as a result of the use of the Membership Services for the purposes of trend analysis for its internal research and marketing purposes only.
7.6 This clause 7 shall survive the termination or expiry of the Membership.
8. Anti-bribery
8.1 For the purposes of this clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
8.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that all of that party’s personnel, others associated with that party, and that party’s sub-contractors so comply.
8.3 Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
8.4 The Member shall immediately notify the GEC as soon as it becomes aware of a breach by the Member of any of the requirements in this clause 8.
9. Anti-slavery
9.1 Each party confirms and agrees that:
9.1.1 neither it nor any of its officers, employees, agents or subcontractors has:
a. committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
b. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
c. is aware of any circumstances within its operations that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
9.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
9.1.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and operations.
10. Indemnity and insurance
10.1 The Member shall indemnify, and keep indemnified, the GEC from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the GEC as a result of or in connection with the Member’s breach of any of the Member’s obligations under the Contract.
10.2 The Member shall have in place contracts of insurance with reputable insurers to cover its obligations under these Terms. On request, the Member shall supply evidence of the maintenance of the insurance and all of its terms from time to time applicable.
11. Limitation of liability
11.1 The extent of the GEC’s liability under or in connection with your Membership (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Subject to Clause 11.3, the GEC’s total liability shall not exceed the Membership Fee and the GEC shall not be liable for consequential, indirect or special losses, nor for any of the following (whether direct or indirect): loss of profit; loss or corruption of data; loss of use; harm to reputation or loss of goodwill.
11.3 The liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other losses which cannot be excluded or limited by applicable law.
12. Confidentiality and announcements
12.1 The parties shall keep confidential all Confidential Information of the other party and shall only use the same as required by these Terms. The provisions of this clause shall not apply to:
12.1.1 any information which was in the public domain at the Membership commenced;
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of these Terms; or
12.1.3 any disclosure required by law or a regulatory authority.
12.2 This clause shall remain in force for a period of 5 years from the start of Membership.
12.3 To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 13.1.
13. Processing of personal data
13.1 The parties agree that the Member is a Controller and that the GEC is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Member shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data.
13.2 GEC shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws.
13.3 Taking into account the state of technical development and the nature of processing, the GEC shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
13.4 The Member authorises the appointment of any Sub-Processors agreed in writing between the parties.
13.5 GEC shall:
13.5.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Member; and
13.5.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 13.
13.6 GEC shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written authorisation of the Member.
13.7 GEC shall, in accordance with Data Protection Laws, make available to the Member such information that is in its possession or control as is necessary to demonstrate the GEC’s compliance with the obligations placed on it under this clause 13, and allow for audits by the Member (or another auditor mandated by the Member) for this purpose.
13.8 When Membership ends, at the Member’s cost and the Member’s option, the GEC shall either return all of the Protected Data to the Member or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the GEC to store such Protected Data. This clause 13 shall survive termination or expiry of Membership.
14. Unforeseen Events
Neither party shall have any liability under or be deemed to be in breach of contract for any delays or failures which result from Unforeseen Events. The party subject to an Unforeseen Event shall promptly notify the other party in writing when it causes a delay or failure in performance and when it ceases to do so. If the Unforeseen Event continues for a continuous period of more than 14 days, the party not affected may terminate the Membership by written notice to the other party.
15. Termination
15.1 GEC may terminate the Membership at any time by giving notice in writing to the Member if it:
15.1.1 commits a material breach of these Terms, and such breach is not remediable; or
15.1.2 the Member commits a material breach of these Terms which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach.
15.2 Either party may terminate the Membership at any time by giving notice in writing to the other if the other party:
15.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
15.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
15.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; or
15.2.5 has a resolution passed for its winding up.
16. Variations
No variation of these Terms shall be binding unless expressly agreed in writing.
17. Entire agreement
17.1 The parties agree that these Terms constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.2 The Member acknowledges that it has not entered into Membership in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms.
17.3 Nothing in these Terms purports to limit or exclude any liability for fraud.
18. No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and Membership does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
19. Third party rights
A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of Membership..
20. Governing law
Membership, and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
21. Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, Membership.
22. Definitions and interpretation
22.1 In these Terms the following definitions apply:
Bribery Laws
means the Bribery Act 2010 and all applicable laws in connection with bribery or anti-corruption;
Confidential Information
means all information (whether in oral, written or electronic form) relating to the business, strategy, management, services, products, personnel or operations of the disclosing party which may reasonably be considered to be confidential in nature and which is disclosed by one party to the other in the course of Membership;
Controller
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Data Protection Laws
means, as binding on either party or the Membership Services:
a. the GDPR;
b. the Data Protection Act 2018;
c. any laws which implement any such laws; and
d. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Subject
shall have the meaning given to it in applicable Data Protection Laws from time to time;
GEC
means Global Equality Limited, a company incorporated and registered in England with company number 12447354, whose registered address is at 2nd Floor, 32-33 Watling Street, Canterbury, Kent, England, CT1 2AN, UK;
GDPR
means the General Data Protection Regulation, Regulation (EU) 2016/679;
Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, topography rights, utility models, domain names and all similar rights and, in each case:
a. whether registered or not;
b. including any applications to protect or register such rights;
c. including all renewals and extensions of such rights or applications;
d. whether vested, contingent or future; and
wherever existing;
Materials
means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of the GEC in connection with the Membership Services;
Member
means you, the person or organisation who has subscribed to be a Member of the GEC;
Membership
means the agreement between the GEC and the Member for the Member to participate in and benefit from membership of the GEC, including the Membership Services, and which incorporates these Terms;
Membership Fee
has the meaning set out in clause 2;
Membership Services
means access to and use of the GEC platform, including its e-learning, self-assessments, employee assessments and other resources;
MSA Offence
has the meaning given in clause 9.2.1;
Permitted Purpose
means use solely for the Member’s internal business operations and management, and expressly excludes any of the following:
a. copying, reproducing, publishing, distributing, broadcasting, modifying, adapting, abstracting, selling, licensing, transferring or in any way commercially exploiting any part of any Membership Services;
b. permitting any use of the Membership Services in any manner by any third party or making the Membership Services available to any third party or allowing or permitting a third party to do any of the foregoing;
c. combining, merging or otherwise permitting the Membership Services to become incorporated in any other program or service, or creating derivative works based on it; or
d. attempting to reverse engineer the functioning of or decompile the Membership Services,
Personal Data
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Processing
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Processor
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data
means Personal Data received from or on behalf of the Member in connection with the performance of the GEC’s obligations under the Contract;
Sub-Processor
means any agent, sub-contractor or other third party (excluding its employees) engaged by the GEC for carrying out any processing activities on behalf of the Member in respect of the Protected Data;
Terms
means the GEC’s terms and conditions of Membership as set out in this document; and
Third Party Materials
means Materials provided, controlled or owned by or on behalf of a third party the use of which may be subject to a separate agreement or licence between the GEC or the Member and the relevant third party;
Unforeseen Events
means an event or sequence of events beyond a party’s reasonable control preventing or delaying the GEC from performing obligations associated with Membership including an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, strike or other industrial action.
22.2 In these Terms, unless the context requires otherwise:
22.2.1 any clause or heading in these Terms is included for convenience only and shall have no effect on the interpretation of these Terms;
22.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
22.2.3 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
22.2.4 words in the singular include the plural and vice versa;
22.2.5 a reference to ‘writing’ or ‘written’ includes email and any method of reproducing words in a legible and non-transitory form; and
22.2.6 a reference to legislation is a reference to that legislation as in force at the date of the Contract