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Definitions

‍Association’s Purpose: means the advancement of the discipline of Social Intelligence.

‍Branding Guidelines: the SI Lab's conditions with regard to the depiction of the SI Lab Work and promotional and advertising material containing the SI Lab Work as set out in the Mandatory Policies

Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh and Glasgow are open for business.

‍Conditions: these terms and conditions 

Confidential Information: all information pertaining to a Party and its operation (whether or not marked as such) which is not legitimately in the public domain and may include, but shall not be limited to, personal data, financial statements, business plans and methods, know how, strategic plans, proprietary market information, competitively sensitive or proprietary information, marketing, customers' identities and requirements, customer lists, suppliers' identities and products, pricing information, product price discount information, products and services in development, policies etc.

‍Contract: the membership agreement between the Member and the SI Lab in accordance with the Contract Details, the Terms and Conditions, and the Schedules.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

‍Copyright: all copyright and rights in the nature of copyright subsisting in the SI Lab Work or the Member Work in any part of the world to which the SI Lab or the Member, respectively, is, or may become, entitled.

‍Copyright Owner: the owner of the Copyright subsisting in the SI Lab Work or the Member Work, respectively.

‍Council: means collectively the members with distinct expertise invited by the SI Lab or appointed by those members of the Association with voting rights in terms of their Association membership agreement, or attended by Non-Voting Members with the consent of Voting Members, chaired by a Council Chair, created for the purpose of making decisions, developing strategies, and overseeing the activities of thematic areas as set annually to meet the objectives agreed by the Steering Committee.

‍Council Chair: means a member of the Association with rights to vote in a Council nominated and appointed by the Steering Committee to chair a Council.

‍Data Protection Legislation: means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation (EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended and the guidance of the Information Commissioner’s Office;

‍Insolvency Event: means either (i) passes a resolution or a court of competent jurisdiction makes an order that the Party be wound up otherwise than for the purpose of bona fide reconstruction or amalgamation; (ii) a receiver, manager or administrator on behalf of a creditor is appointed in respect of the Party's business or any part thereof; (iii) circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver, manager or administrator in respect of the Party’s business, or which entitle the court otherwise than for the purpose of bona fide reconstruction or amalgamation to make a winding up order in respect of the Party's business; or (iv) the Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

‍Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

‍Mandatory Policies: the SI Lab's business policies and codes, as amended by notification to the Member from time to time.

‍Membership Benefits: the membership benefits, including without limitation any SI Lab Materials, to be provided by the SI Lab to the Member pursuant to the Contract

‍Member Work: trademarks, logos and branding owned by the Member for use in accordance with the Contract

‍Member Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Member to the SI Lab, including Member marketing and promotional materials, but excluding the Member Work and any materials, equipment and tools, drawings, specification and data which are provided by the Member to the SI Lab in an advisory capacity as part of the Member’s participation in the Association.

‍Membership Charges: the charges payable by the Member in return for access to the Membership Benefits provided by the SI Lab

‍Membership Start Date: the day on which the Member’s membership of the Association, and entitlement to Membership Benefits, is to commence, as set out in the Contract Details.

‍Non-Voting Member: means those members of the Association without voting rights in terms of their Association membership agreement.

‍Services: the Services to be provided by the SI Lab to the Member in terms of this contract.

‍SI Lab IPRs: all Intellectual Property Rights subsisting in the SI Lab Materials excluding any Member Materials incorporated in them, and with the exclusion of the SI Lab Work.

‍SI Lab Materials: all documents, products and materials in any form developed by the SI Lab or its agents, subcontractors and personnel as part of or in relation to the Membership, including without limitation computer programs, data, reports and specifications (including drafts) and the Membership Benefits set out in the Contract Details.

‍SI Lab Work: trademarks, logos and branding owned by the SI Lab for use in accordance with the Contract 

‍Steering Committee: means collectively the members invited by the SI Lab or appointed by those Members of the Association with voting rights in terms of their Association membership agreement, to supervise the carrying out of the Association’s objectives 

‍Student Member: means those identified as student members in terms of their Association membership agreement.

Territory: means globally.

‍Voting Member(s): means those members of the Association with voting rights in terms of their Association membership agreement.

‍Working Group: means collectively the members with distinct expertise invited by the SI Lab or appointed by those members of the Association with voting rights in terms of their Association membership agreement, or attended by Non-Voting Members with the consent of Voting Members, chaired by a Working Group Chair, to address specific tasks or issues delegated by a Council as a sub-set of the thematic Council area to investigate, research, or make recommendations on specific matters mandated by a Council.

‍Working Group Chair: means a member of the Association with rights to vote in a Working Group nominated and appointed by Voting Members to chair a Working Group.

1.1.   A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

1.2.   Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3.   A reference to writing or written includes fax and email.

Terms & Conditions

1. COMMENCEMENT AND TERM

The Contract shall commence on the Membership Start Date and shall continue, unless terminated earlier in accordance with its terms, until expiry on the first anniversary of the Membership Start Date (the Term).

2. MEMBERSHIP BENEFITS

2.1.   The SI Lab shall make available the Membership Benefits to the Member throughout the Term in accordance with the Contract.

2.2.   In making available the Membership Benefits, the SI Lab shall:

(a)     perform the Membership Benefits with reasonable care and skill;

(b)    use reasonable endeavours to perform the Membership Benefits in accordance with the service description;

(c)     ensure that the SI Lab Materials, and all goods, materials, standards and techniques used in providing the Membership Benefits are of satisfactory quality and are fit for purpose;

(d)    comply with:

(i)      all applicable laws, statutes, regulations and codes from time to time in force; and

(ii)     the Mandatory Policies,

provided that the SI Lab shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract; and

(e)     take reasonable care of all Member Materials in its possession and make them available for collection by the Member on request and subject to reasonable notice, always provided that the SI Lab may destroy the Member Materials if the Member fails to collect the Member Materials within a reasonable period after termination or expiry of the Contract.

3. MEMBER'S OBLIGATIONS

3.1.   In consideration of the provision of the Member Benefits by the SI Lab, the Member shall pay the Charges 

3.2.   The Member shall:

(a)     co-operate with the SI Lab in all matters relating to the Membership Benefits;

(b)    provide, in a timely manner, such information as the SI Lab may reasonably require to deliver the Membership Benefits, and ensure that it is accurate and complete in all material respects;

(c)     not use or exploit the Confidential Information for any purpose except in connection with the receipt of and participation in the Membership Benefits, without first obtaining the written authorisation of the SI Lab.

3.3.   If the SI Lab's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Member, its agents, subcontractors, consultants or employees, the SI Lab shall:

3.3.1.1.not be liable for any costs, charges or losses sustained or incurred by the Member that arise directly or indirectly from such prevention or delay;

3.3.1.2. be allowed an extension of time to perform its obligations equal to the delay caused by the Member;

3.3.1.3.not be required to perform any outstanding obligations following the expiry or termination of the Contract, while nevertheless being entitled to retain any payment of the Charges;

3.3.1.4.be entitled to payment of the Charges despite any such prevention or delay; and

3.3.1.5.be entitled to recover any additional costs, charges or losses the SI Lab sustains or incurs that arise directly or indirectly from such prevention or delay.

4. DATA PROTECTION

4.1.   Each Party shall comply with all applicable requirements of the Data Protection Legislation. This clause 4 (Data protection) is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

4.2.   The parties shall comply with their respective data protection obligations

 4.3.   The Member acknowledges receipt of the SI Lab’s privacy policy and warrants that this shall be brought to the attention of appropriate individuals associated with the Member.  

5. INTELLECTUAL PROPERTY

5.1.   The SI Lab and its licensors shall retain ownership of all Intellectual Property Rights owned by the SI Lab and in the SI Lab Work. The Member and its licensors shall retain ownership of all Intellectual Property Rights in the Member Materials and Member Work.

5.2.  The SI Lab grants the Member, or shall procure the direct grant to the Member of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence under the Intellectual Property Rights to copy and modify the SI Lab IPRs for the purpose of receiving and using the Membership Benefits and the SI Lab Materials in the Member's business during the term of the Contract and in accordance with its terms.

5.3.   The Member grants the SI Lab a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, perpetual and irrevocable licence under the Intellectual Property Rights to copy and modify the Member Materials for the purpose of providing the Services in accordance with the Contract.

5.4.   The SI Lab hereby grants to the Member a non-exclusive licence under the Intellectual Property Rights to reproduce the SI Lab Work in any of the Member’s advertising or promotional material in the Territory for the term of this Contract, subject to, and in accordance with, the terms of this Contract and in particular the Branding Guidelines 

5.5.   The Member hereby grants to the SI Lab a non-exclusive licence under the Intellectual Property Rights to reproduce the Member Work in any of the SI Lab’s advertising or promotional material in the Territory for the term of this Contract for the purposes of providing the Membership Benefits. 

5.6.   The Parties warrant that:

5.6.1. They are, respectively, the sole legal and beneficial owner of, and/or own all the relevant rights and interests in, the respective Intellectual Property Rights necessary for the purposes of complying with the obligations under this Contract; and,

5.6.2. the Member Work and SI Lab Work, respectively, are the original work of the relevant Copyright Owner and have not been copied wholly or substantially from any other source.

5.7.   The SI Lab warrants that the receipt, and use of the Services and the Member Benefits by the Member, including the SI Lab Work, in the manner permitted by this Contract shall not infringe the rights, including any Intellectual Property Rights, of any third party.

5.8.   The Member warrants that the receipt and use of the Member Work in the manner permitted by this Contract shall not infringe the rights, including any Intellectual Property Rights, of any third party.

5.9.   At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this clause 5.

5.10. The SI Lab shall indemnify the Member in full against any sums awarded by a court against the Member arising out of or in connection with any claim brought against the Member for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt, use or onward supply of the Services and the Member Benefits, including the SI Lab Work, by the Member in accordance with the terms of this Contract. This indemnity excludes any claim based on the use of any Member’s Materials (except to the extent modified by SI Lab), and any claim based on the use of SI Lab IPR in conjunction with other Intellectual Property Rights, or to the extent SI Lab IPR has been modified. This clause 5.10 shall survive termination of this Agreement.

5.11. The Member shall indemnify the SI Lab in full against any sums awarded by a court against the SI Lab arising out of or in connection with any claim brought against the SI Lab for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Member’s Materials in accordance with the terms of this Agreement. This clause 5.11 shall survive termination of this Contract.

5.12. The Parties shall immediately notify the other in writing giving full particulars if any of the following matters come to their attention:

5.12.1.   any actual, suspected or threatened infringement of the Intellectual Property Rights;

5.12.2.   any claim made or threatened that the Member Work or SI Lab Work, respectively infringe the rights of any third party; or

5.12.3.   any other form of attack, charge or claim to which the Intellectual Property Rights may be subject.

5.13. In respect of any of the matters listed in clause 5.12:

5.13.1.   the respective owner of the Intellectual Property Rights shall, at its absolute discretion, decide what action to take, if any;

5.13.2.   the respective owner of the Intellectual Property Rights shall have exclusive control over, and conduct of, all claims, negotiations, and proceedings, provided that the owner of the Intellectual Property Rights considers and defends any IPRs claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute;

5.13.3.   the respective Indemnified Party shall not make any admissions other than to the owner of the Intellectual Property Rights and shall provide the owner of the Intellectual Property Rights with all assistance that it may reasonably require in the conduct of any claims or proceedings, save that the SI Lab may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Member, but without obtaining the Member's consent) if the SI Lab reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;

5.13.4.   the Indemnified Party shall give the owner of the Intellectual Property Rights and its professional advisers access at reasonable times (on reasonable prior notice and subject to appropriate security clearance) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within its power or control, so as to enable the owner of the Intellectual Property Rights and its professional advisers to examine them and to take copies (at the Indemnified Party's expense) for the purpose of assessing the Claim;

5.13.5.   the owner of the Intellectual Property Rights shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account; and,

5.13.6.   subject to the Indemnified Party providing security to the owner of the Intellectual Property Rights to the owner of the Intellectual Property Rights’ reasonable satisfaction against any claim, liability, costs, expenses, damages or losses that may be incurred, and subject always to clause 5.13.1, the owner of the Intellectual Property Rights may agree to take such action as the Indemnified Party may reasonably request to avoid, dispute, compromise or defend the Claim.

5.14. The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.

5.15. The indemnities at clause 5.10 and 5.11 shall not cover the respective Party to the extent that a claim under it results from the Indemnified Party’s negligence or wilful misconduct.

 5.16. Nothing in this clause 5 shall restrict or limit the Parties’ general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

5.17. The Parties shall:

5.17.1.   only make use of the Intellectual Property Rights for the purposes and in the manner authorised in this Contract; and

5.17.2.   comply with all regulations and practices in force or use in the Territory to safeguard the respective owner of the Intellectual Property Rights’ rights in the Intellectual Property Rights.

5.18. The Member shall not do or omit to do anything to diminish the rights of the SI Lab in the Intellectual Property Rights or the SI Lab Work, nor assist any other person to do so, either directly or indirectly.

5.19. The Member acknowledges and agrees that the exercise of the licence granted to the Member under this Contract is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Member understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance.

5.20. The Member shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without the prior written consent of the SI Lab.

5.21. The SI Lab shall not assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Contract without the prior written consent of the Member which consent shall not be unreasonably withheld or delayed in respect of an assignee which is demonstrably capable of fulfilling the obligations of the SI Lab under this Contract.

5.22. The SI Lab may subcontract or delegate in any manner any or all of its obligations under this Contract to any third party, provided that it gives written notice of such subcontract or delegation to the Member.

5.23. The Member shall, at the SI Lab's request and where the Member so agrees, execute any agreements or other instruments (including any supplement or amendment to this Contract) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 5.21.

5.24.  The SI Lab shall be entitled to use electronic or other recordings of any description (to include video, television, audio or photography) to record and document and publish any event, meeting, session or any other group event the Member participates in, as part of the Services or the Membership Benefits.

6. TERMINATION

 6.1.   Either Party may immediately terminate this Contract if the other Party commits a material breach of any provision hereof which is irremediable or, if remediable, has not remedied within a reasonable time, such time not exceeding thirty (30) days (unless agreed otherwise) after the breaching Party has been given written notice requiring such breach to be remedied.

6.2.   Either Party may at any time by notice in writing to the other Party terminate this Contract as from the date of service of such notice if:

6.2.1. a Force Majeure Event occurs and continues for a period of sixty (60) days or more; or

6.2.2. the other Party suffers an Insolvency Event.

6.3.   All licenses and rights granted under this Contract (other than licences stated to be perpetual), shall immediately cease on termination or expiry of this Contract.

6.4.   Termination or expiry of this Contract shall not affect the rights accruing to either Party immediately prior to termination or expiry. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

6.5.   For the purposes of clause 6.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating Party would otherwise derive from:

6.5.1. a substantial portion of this Contract; or

6.5.2. any of the obligations set out in clauses 4 (Data Protection) and 5 (Intellectual Property) and the Mandatory Policies over the term of this Contract.

6.5.3. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

6.6.   On expiry or termination of this Contract for any reason and subject to any express provisions set out elsewhere in this Contract:

6.6.1. all outstanding sums payable by the Member to the SI Lab shall immediately become due and payable;

6.6.2. within 30 days after the date of termination the Member shall promptly destroy or, if the SI Lab shall so elect, deliver, at the Member's expense, to the SI Lab or any other person designated by the SI Lab, all SI Lab Materials including copies of the SI Lab Work.

 6.7.   Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

7. LIMITATION OF LIABILITY

7.1.   Neither Party shall be liable to the other Party for any indirect costs, expenses, loss or damage (whether indirect or consequential, and whether economic or other) arising from a Party’s exercise of the rights granted to it under this Contract.

7.2.   The SI Lab has obtained insurance cover in respect of its own legal liability in connection with the provision of the Member Benefits for individual claims. The limits and exclusions in this clause reflect the insurance cover the SI Lab has been able to arrange and the Member is responsible for making its own arrangements for the insurance of any excess loss.

7.3.   References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.4.   Neither Party may benefit from the limitations and exclusions set out in this clause 8 in respect of any liability arising from its deliberate default.

7.5.   Nothing in this clause 7 shall limit the Member's payment obligations under the Contract.

7.6.   Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

7.6.1. death or personal injury caused by negligence;

7.6.2. fraud or fraudulent misrepresentation;

7.7.   The caps on the parties' liabilities under clause 8.1 above shall not be reduced by:

7.7.1. payment of an uncapped liability;

7.7.2. amounts awarded or agreed to be paid under clause 0 above; and

7.7.3. amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

7.8.   Subject to clause 8.4 (No limitation in respect of deliberate default), clause 8.5 (No limitation on customer's payment obligations) and clause 8.6 (Liabilities which cannot legally be limited), this clause sets out the types of loss that are wholly excluded:

7.8.1. loss of profits;

7.8.2. loss of sales or business;

7.8.3. loss of agreements or contracts;

7.8.4. loss of anticipated savings;

7.8.5. loss of use or corruption of software, data or information;

7.8.6. loss of or damage to goodwill; and

7.8.7. indirect or consequential loss.

7.9.   The SI Lab has given commitments as to compliance of the Services with relevant specifications in clause 2 (Membership Benefits). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.10. The Member will comply with any and all terms and conditions imposed by any venue (whether physical or virtual) used for the delivery of any part of the Services or Membership Benefits (including any and all health and safety rules and regulations imposed by the venue) and will indemnify and hold the SI Lab harmless against all damages, losses, and expenses arising as a result of the Member’s or its employees, consultants, contractor’s, directors, and any other persons for whom it is responsible in law for any breach of the venue’s terms and conditions. The SI Lab shall in no way be liable for the venue’s compliance with any applicable laws including any health and safety laws, rules and regulations. It will be the Member’s sole responsibility to ensure that it or any employees, consultants, contractor’s, directors, and any other persons on its behalf has access to, and familiarity with all necessary technology to receive and participate in any meetings, events, sessions or other group events that form part of the Services and Membership Benefits that are to take place using a virtual venue. The SI Lab will inform the Member in advance which virtual venue is being used. 

7.11. The Member hereby agrees that the SI Lab will not be liable in any way to the Member or any third party for a venue’s cancellation of any contract for the use of the venue (save where the cancellation is due to the negligence, wilful default or material breach of duty by the SI Lab).

8. GENERAL

8.1.   Force majeure. Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including, without limitation:

8.1.1. acts of God, flood, drought, earthquake or other natural disaster;

8.1.2. epidemic or pandemic (whether naturally occurring or man-made);

8.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

8.1.4. nuclear, chemical or biological contamination or sonic boom;

8.1.5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition

8.1.6. collapse of buildings, fire, explosion or accident;

8.1.7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); and

8.1.8. interruption or failure of utility service.

8.2.   Confidentiality

8.2.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by this clause 8.2.

8.2.2. Each Party may disclose the other Party's Confidential Information:

8.2.2.1.to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the Party's obligations under the Contract. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 8.2 and enter into a confidentiality agreement containing terms no less onerous than those contained within the Contract; and

8.2.2.2.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.2.3. Neither Party shall use any other Party's confidential information for any purpose other than to perform its obligations under the Contract or otherwise as permitted by the Contract.

8.2.4. This clause and the obligations thereunder shall survive the termination or expiry of this Contract.

8.3.   Entire agreement.

8.3.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.3.2. Each Party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

8.4.   Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.5.   Waiver.

8.5.1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

8.5.2. A failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

8.6.   Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 8.6 shall not affect the validity and enforceability of the rest of the Contract.

8.7.   Notices.

8.7.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

8.7.1.1.delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

8.7.1.2.sent by email to the address specified for the SI Lab’s representative in the Membership Agreement Summary.

8.7.2. Any notice or communication shall be deemed to have been received:

8.7.2.1.if delivered by hand, at the time the notice is left at the proper address;

8.7.2.2.if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

8.7.2.3.if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8.7.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

8.7.3. This clause 8.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

8.8.   Third party rights.

8.8.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

8.8.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

8.9.   No partnership or agency

8.9.1. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

8.9.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

8.10.Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with Scots Law.

8.11.Jurisdiction. Each Party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Branding Guidelines

SI LAB WORK

Trademarks, logos and branding owned by the SI Lab for use in accordance with the Contract are available here: [INSERT LINK] 

MEMBER WORK

Trademarks, logos and branding owned by the Member for use in accordance with the Contract are to be provided here: [INSERT LINK] and any changes made during the term of this contract are to be notified to the SI Lab in accordance with clause 9.7

Mandatory Policies

Anti-bribery and corruption policy [INSERT LINK]

Annex B: Code of Conduct [INSERT LINK]

Annex C: Branding Guidelines [INSERT LINK]