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Organisation Subscription Terms and Conditions

CIPD ORGANISATION SUBSCRIPTION - TERMS AND CONDITIONS

CIPD Enterprises Limited is a company registered in England under number 2921009 whose registered office is at 151 The Broadway, London SW19 1JQ. The following terms and conditions (the “Terms”) are agreed between the CIPD Enterprises Limited (the “Supplier”) and the organisation to which it has agreed to supply the CIPD Organisation Subscription.

1. INTERPRETATION
1.1 Terms to which meanings are ascribed in this clause 1 shall have those meanings throughout these Terms.
a) “Confidential Information” shall mean any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, development services, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential.
b) “Effective Date” shall mean the date on and from which the Services are provided to the Subscriber and more particularly described in the welcome pack sent by the Supplier to the Named Representatives;
c) “Initial Subscription Term” shall mean a period commencing on the Effective Date and expiring on the date that is 12 (twelve) months from Effective Date;
d) “Intellectual Property Rights” shall mean any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and rights in domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the "look and feel" of any websites;
e) “Materials” shall mean and include all materials including web based content supplied by the Supplier to the Subscriber as a part of the Subscription;
f) “Named Representatives” shall mean and include those employees of the Subscriber who are authorised by the Subscriber to use the Services. For the avoidance of doubt, Named Representatives shall include the lead representative and other representatives specified by the Subscriber on the Online Application Form and as communicated to the Supplier from time to time;
g) “Online Application Form” shall mean the form to be filled in by the Subscriber in order to purchase the Subscription available on the Website;
h) “Parties” shall mean parties to these Terms and “Party” shall mean each Party.
i) “Services” shall mean the subscription services provided by the Supplier to the Subscriber under these Terms, and more particularly described on the Website and the welcome pack sent by the Supplier to the Named Representatives;
j) “Subscriber” shall mean the organisation that pays or will pay for the Subscription;
k) “Subscription” shall mean the CIPD Organisation Subscription. This subscription will entitle the Subscriber to use the Services;
l) “Subscription Fee” shall mean the subscription fee payable by the Subscriber to the Supplier for the Subscription, as set out on the Website;
m) “User Subscription” shall mean the user subscription purchased by the Subscriber which entitles the Named Representatives to access and use the Services in accordance with these Terms;
n) “Website” shall mean www.cipd.co.uk/orgsub  
1.2 These Terms shall apply in addition to the terms and conditions on the Supplier’s website (www.cipd.co.uk) including without limitation the Supplier’s privacy policy. In case of any conflict between these Terms and Supplier’s website terms and conditions, the later shall prevail.
1.3 In these Terms:
1.3.1 words denoting the singular shall include the plural and vice versa and words denoting one gender shall include each gender and all genders;
1.3.2 references to persons shall be deemed to include references to natural persons, firms, partnership, companies, corporations, associations and organisations (in each case whether or not having separate legal personality);
1.3.3 references to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time and whether before or after the date of these Terms;
1.3.4 email shall be treated as a written correspondence.

2. SUBSCRIPTION
2.1 The Supplier hereby grants to the Subscriber the non-exclusive, non-transferable right to use and access the Services via the Named Representatives during the Subscription Term solely for the Subscriber’s internal business operations.
2.2 Within 10 (ten) days of payment of the Subscription Fee, the Supplier shall send a welcome pack to the Named Representatives giving full details of their Subscription.
2.3 The Subscriber shall not:
a) Use the Services to provide services to third parties;
b) Licence, sell, rent, lease, transfer, assign or otherwise commercially exploit or otherwise make the Services available to any third party except the Named Representatives.
2.4 If the Subscriber operates its business from more than one site, this Subscription shall be valid only for the site specified on the Online Application Form. Additional Subscriptions must be purchased for Subscriber’s other sites.

3. USER SUBSCRIPTIONS
3.1 In relation to the Named Representatives, the Subscriber undertakes the following:
a) the maximum number of Named Representatives that it authorises to use the Services shall not exceed the number of User Subscriptions purchased from time to time;
b) it will not allow any User Subscriptions to be used by more than one individual Named Representative unless it has been reassigned in its entirety to another Named Representatives, in which case the prior Named Representative shall no longer have any right to use the Services.
c) each Named Representative shall keep any password assigned to them for using the Services secure and each Named Representative shall keep such password confidential; and
d) if a Named Representative ceases to be an employee, the Subscriber shall promptly notify the Supplier of the same and nominate a new Named Representative.

4. ADDITIONAL USER SUBSCRIPTIONS
4.1 Subject to sub clauses 4.1 and 4.2 below, the Subscriber may, from time to time during the Subscription Term, purchase additional User Subscriptions in excess of the number set out in Online Application Form and the Supplier shall grant access to the Services to such additional Named Representative in accordance with these Terms.
4.2 If the Subscriber wishes to purchase additional User Subscriptions, the Subscriber shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Subscriber with approval or disapproval of the request (such approval not to be unreasonably withheld).
4.3 If the Supplier approves the Subscriber’s request to purchase additional User Subscriptions, and such additional User Subscriptions are purchased by the Subscriber part way through the Initial Subscription Term or any subsequent renewal thereof, such fees shall be pro-rated for the remainder Subscription Term.

5. SUPPLIER’S OBLIGATIONS
5.1 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

6. SUBSCRIBER’S OBLIGATIONS
6.1 The Subscriber shall ensure that the Named Representatives use the Services in accordance with these Terms and shall be responsible for any Named Representatives’ breach of these Terms.

7. DISCOUNTS
7.1 Discounts as set out on [the Website and the welcome pack shall be offered by the Supplier to the Subscriber and its employees as a part of the Subscription.
7.2 Discounts may only be booked by the Named Representatives on their own behalf or on behalf of any other employee based at the Subscriber’s site specified on the Online Application Form.
7.3 Instructions on how to redeem discounts are included in the Organisation Subscription Welcome Pack.

8. SUBSCRIPTION FEE
8.1 The Subscriber shall pay the Subscription Fee to the Supplier in accordance with this clause 8.
8.2 The Subscription Fee:
a) shall be payable in pounds sterling;
b) is non-cancellable and non-refundable;
c) is exclusive of value added tax, which shall be added to it at the appropriate rate.
8.3 The Supplier shall be entitled to increase the Subscription Fee and/or the fees payable for additional User Subscriptions which shall become applicable on the renewal of the Subscription Term, by giving the Subscriber 1 (one) months prior notice.
8.4 The Supplier shall provide the Services to the Subscriber and the Named Representatives only upon receipt of the Subscription Fee.

9. SUBSCRIPTION TERM AND TERMINATION
9.1 These Terms shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue for the Initial Subscription Term and, may be renewed thereafter for successive periods of 12 months unless terminated in accordance with these Terms, and the Initial Subscription Term together with any subsequent renewals of the Subscription shall constitute the (“Subscription Term”).
9.2 These Terms shall be valid for the whole of the Subscription Period.
9.3 These Terms may be terminated by either Party on written notice:
a) if the other Party commits a material breach of the Terms, provided that if the breach is capable of being remedied then the defaulting Party has failed to remedy the same within 15 (fifteen) days from the date of receipt of notice specifying the breach and requiring its remedy;
b) if a Force Majeure event occurs in accordance with clause 14 below.
c) the Subscriber is unable to pay its debts within the meaning of s.123 Insolvency Act 1986 or equivalent provision in another jurisdiction;
d) any step, action, application or proceeding is taken by or in respect of the Subscriber in relation to the whole or any part of its undertaking for:
(i) a voluntary arrangement or composition with its creditors or reconstruction of its debts;
(ii) or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy;
e) any step, action, application or proceeding is taken by or in respect of the Subscriber in any jurisdiction to which it is subject (including, without limitation, one in which the Subscriber is incorporated) which has an effect similar or equivalent to any of the events mentioned in clause 9.3(c) and 9.3(d) above.
9.4 The Supplier may terminate these terms and conditions at any time by giving the Subscriber not less than 1 (one) months’ notice in writing. The Supplier shall refund the Subscription Fee paid by the Subscriber for the remaining Subscription Term. The Subscriber shall not be entitled to claim any compensation on account of such termination. In the event of termination by the Supplier, the Subscriber must notify the Supplier its payment details on the address specified in the notice of termination within 2 (two) weeks of the date of the notice in order for the Supplier to make any refund. The Subscriber shall forfeit the refund if the payment details are not supplied within such time period.

10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in the Materials belong to the Supplier and/or its licensors and the Subscriber acquires no intellectual property rights and other proprietary interest in the same.
10.2 The Subscriber shall not use the Materials in any manner that infringes the Supplier’s or its suppliers’ Intellectual Property Rights in them.

11. CONFIDENTIALITY
11.1 Except to the extent set out in this clause 11, or where disclosure is expressly permitted elsewhere in these Terms, each Party shall:
a) treat the other Party's Confidential Information as confidential; and
b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent.
11.2 Clause 11 shall not apply to the extent that:
a) such information was in the possession of the Party making the disclosure, without obligation of confidentiality, prior to its disclosure;
b) such information was obtained from a third party without obligation of confidentiality;
c) such information was already in the public domain at the time of disclosure otherwise than through a breach of these Terms; or
d) such information was independently developed without access to the other Party's Confidential Information.
11.3 Subject to clause 15, the Parties may only disclose the other Party’s Confidential Information to its employees, agents and subcontractors who are directly involved in the performance of that Party’s responsibilities set out in these Terms and who need to know the information. The Parties shall ensure that such employees, agents and subcontractor are aware of, and comply with, these confidentiality obligations.

12. INDEMNITY
12.1 The Subscriber shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber's use of the Services, provided that:
a) the Subscriber is given prompt notice of any such claim;
b) the Supplier provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber 's expense; and
c) the Subscriber is given sole authority to defend or settle the claim.
12.2 The Supplier shall defend the Subscriber, its officers, directors and employees against any claim that the Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
a) the Supplier is given prompt notice of any such claim;
b) the Subscriber provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
c) the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 (two) days’ prior written notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
a) a modification of the Services by anyone other than the Supplier; or
b) the Subscriber's use of the Services in a manner contrary to the instructions given to the Subscriber by the Supplier; or
c) the Subscriber's use of the Services after notice of the alleged infringement from the Supplier or any appropriate authority.

13. LIMITATION OF LIABILITY
13.1 This clause 13 sets out the entire financial liability of the Supplier to the Subscriber in respect of:
a) any breach of these Terms;
b) any use made by the Subscriber of the Services or any part thereof; and
c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
13.2 Nothing in these Terms excludes the liability of the Supplier:
a) for death or personal injury caused by the Supplier's negligence; or
b) for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.2 above:
a) the Supplier shall not be liable whether in tort including for negligence, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
b) the Supplier's total aggregate liability in contract, tort including negligence, misrepresentation, restitution or otherwise, arising in connection with the performance of these Terms shall be limited to the total Subscription Fee paid for the Subscriptions during the 12 (twelve) months immediately preceding the date on which the claim arose.

14. FORCE MAJEURE
14.1 The Supplier shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under these terms and conditions caused by any circumstance beyond its control, which shall, without limiting the generality of the term, be deemed to include war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Supplier). The Supplier may in such circumstances at its discretion perform, suspend performance of or terminate these terms and conditions.

15. ASSIGNMENT
15.1 The Supplier may at any time assign, transfer or subcontract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.
15.2 The Subscriber shall not assign, transfer, delegate or otherwise deal with all or any of its rights and obligations under these Terms.

16. VARIATION
16.1 The Supplier may at any time vary these Terms subject to 1 (one) months’ prior notification in writing to the Subscriber of such variation.

17. DATA PROTECTION
17.1 The Supplier takes the privacy and the security of the information provided by the Subscribers very seriously. All information given to us is stored securely and is not accessible to other users. The Supplier does not sell trade or rent any of your personal details to any third party. The Supplier only uses the information that it collects lawfully, for the purposes of fulfilling the Subscription, and strictly in accordance with the Data Protection Act 1998. For more detail please refer to our privacy policy available at www.cipd.co.uk.
17.2 In the event that the Supplier assigns, transfers or subcontracts its obligations under these Terms, the Subscriber acknowledges and agrees, details of their name, address, payment record and other personal data may be passed on to third party in order to continue their Subscription.

18. GOVERNING LAW
18.1 These Terms shall be subject to English law. The Subscriber agrees that the English Courts shall have exclusive jurisdiction to settle and claim or dispute arising out of or in connection with these Terms save that the Supplier shall retain the right to bring proceedings against the Subscriber in any other court.

19. MISCELLANEOUS
19.1 Any notice under these Terms shall be effective only if delivered in writing by first class post or by hand or by facsimile transmission (with proof of a valid transmission report) or email and received by the addressee at its address stated in these Terms or the online application or such other address as notified by the Parties from time to time.
19.2 The Supplier and the Subscriber are independent contracting Parties. These Terms do not constitute a relationship of principal and agent, partners or employer and employee.
19.3 These terms and conditions are not intended by the Parties to give rise to any right which is enforceable by any person other than the Parties by virtue of the Contracts (Rights of Third Parties) Act 1999.
 
 
 
 
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