WeQual Connect Membership Conditions
These terms and conditions (“Conditions“) are the terms and conditions upon which WeQual (as defined below) agrees to provide the Services. In agreeing to become a Member you are agreeing to the application of these Conditions to the exclusion of any other terms and conditions.
WeQual reserves the right to amend these Conditions from time to time and you are advised to check for updates from time to time.
“Business Day“ a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business
“Charges” the annual or monthly membership charges payable by the Member as set out at wequal.com/connect/sign-up
“Connect Guidelines“ means the membership guidelines provided by WeQual from time to time
“Contract” the contract between the Member and WeQual for the supply of the Services in accordance with these Conditions
“Controller“, “Processor“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “processing and appropriate technical and organisational measures” shall each have the meanings ascribed in the Data Protection Legislation
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications)
“Member“ means the individual WeQual Finalist enrolling as a member of WeQual Connect
“Member Data“ means the Member’s Personal Data
“Member Materials” all materials (including information, written works, contributions to discussion forums (virtual or otherwise) supplied by the Member to WeQual
“WeQual Materials” all documents, products and materials developed by WeQual or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts)
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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
“Membership Start Date“ means the date upon which WeQual receive payment of the initial invoice
“Services” the services to be provided by WeQual to the Member as varied by WeQual from time to time
“UK Data Protection Legislation“ means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended
“WeQual“ means WeQual Global Limited (company number 12564670) of Crown House, 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX
“WeQual Finalist“ means an individual that successfully made it to the WeQual finals
“WeQual IPRs” all Intellectual Property Rights subsisting in the WeQual Materials excluding any Member Materials incorporated in them
1.2.1 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.
1.2.2 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
1.2.3 A reference to writing or written includes email but not fax.
2. COMMENCEMENT AND TERM
2.1 Membership will commence on the Membership Start Date and continue, unless terminated earlier in accordance with these Conditions, for an initial period of 12 months (the “Initial Term“) and thereafter for successive periods of 12 months.
2.2 The Member may terminate their membership by giving no less than one months’ prior written notice to terminate, such notice expiring on or after the expiry of the Initial Term or the then applicable 12 month period.
3. SUPPLY OF SERVICES
3.1 WeQual shall supply the Services to the Member from the Membership Start Date in accordance with the Contract.
3.2 In supplying the Services, WeQual shall:
3.2.1 perform the Services with reasonable care and skill;
3.2.2 use reasonable endeavours to perform the Services;
3.2.3 ensure that the WeQual Materials, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
3.2.4 comply with all applicable laws, statutes, regulations from time to time in force provided that WeQual 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
3.2.5 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Member’s premises and have been communicated to WeQual, provided that WeQual shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4. MEMBER'S OBLIGATIONS
4.1 The Member shall:
4.1.1 co-operate with WeQual in all matters relating to the Services;
4.1.2 provide, in a timely manner, such information as WeQual may reasonably require, and ensure that it is accurate and complete in all material respects; and
4.1.3 adhere to the Connect Guidelines.
4.2 The Member shall not:
4.2.1 use the Services provided by WeQual (including any event (virual or otherwise)) to sell any product or service (including consultancy, coaching, mentoring and recruitment services) to any other Member, without the express written permission of WeQual.
4.3 If WeQual’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, WeQual shall:
4.3.1 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;
4.3.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.3.3 be entitled to recover any additional costs, charges or losses WeQual sustains or incurs that arise directly or indirectly from such prevention or delay.
5. DATA PROTECTION
5.1 WeQual shall comply with all applicable requirements of the Data Protection Legislation.
5.2 Without prejudice to the generality of clause 5.1, WeQual shall, in relation to any Member Data processed in connection with the performance by WeQual of its obligations:
5.2.1 ensure that it has in place appropriate technical and organisational measures; and
5.2.2 ensure that all personnel who have access to and/or process Member Data are obliged to keep the Member Data confidential.
6. INTELLECTUAL PROPERTY
6.1 WeQual and its licensors shall retain ownership of all WeQual’s IPRs. The Member shall not acquire any right to the WeQual IPRs save with WeQual’s prior written consent.
6.2 The Member shall retain ownership of all Intellectual Property Rights in the Member Materials.
6.3 The Member grants WeQual a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual, non-transferable licence:
6.3.1 to use the Member Materials for the purpose of providing the Services to the Member in accordance with the Contract;
6.3.2 in connection with the provision of services to other WeQual members;
6.3.3 to promote the WeQual brand (including through the publication of papers, articles, broadcasts and press releases and publications).
6.4 The Member shall indemnify WeQual in full against any sums awarded by a court against WeQual arising of or in connection with any claim brought against WeQual 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 Materials by WeQual.
7. CHARGES AND PAYMENT
7.1 In consideration for the provision of the Membership Services, the Member shall pay WeQual the Charges in accordance with this clause 7.
7.2 All amounts payable by the Member exclude amounts in respect of value added tax (VAT), which the Member shall additionally be liable to pay to WeQual at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.3 WeQual shall submit an invoice(s) for the Charges plus VAT (if applicable) to the Member. Invoices are payable immediately on receipt to a bank account nominated in writing by WeQual.
7.4 If the Member fails to make any payment due to WeQual under the Contract by the due date for payment, then, without limiting WeQual’s remedies under clause 9 (Termination), WeQual may suspend all Services until payment has been made in full.
7.5 All amounts due under the Contract from the Member to WeQual shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. LIMITATION OF LIABILITY
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
8.1.1 death or personal injury caused by negligence;
8.1.2 fraud or fraudulent misrepresentation; and
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1, WeQual’s total liability to the Member shall be limited to the Charges paid or payable by the Member in the then current 12 month period.
8.3 Subject to clause 8.1, WeQual shall not in any event be liable for:
8.3.1 loss of profits;
8.3.2 loss of sales or business;
8.3.3 loss of agreements or contracts;
8.3.4 loss of anticipated savings;
8.3.5 loss of use or corruption of software, data or information;
8.3.6 loss of or damage to goodwill; and
8.3.7 indirect or consequential loss.
8.4 Unless the Member notifies WeQual that it intends to make a claim in respect of an event within the notice period, WeQual shall have no liability for that event. The notice period for an event shall start on the day on which the Member became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.1 Without affecting any other right or remedy available to it, WeQual may terminate the Contract with immediate effect by giving written notice to the Member if:
9.1.1 the Member fails to pay any amount due under the Contract on the due date for payment;
9.1.2 the Member commits a material breach (including any breach of the Connect Guidelines) of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
9.1.3 the Member takes any step or action in connection with its entering bankruptcy or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
9.2 On termination of the Contract for whatever reason:
9.2.1 the Member shall immediately pay to WeQual all of WeQual’s outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, WeQual may submit an invoice, which shall be payable immediately on receipt;
9.2.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
9.2.3 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.1 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.
10.2 Assignment and other dealings.
10.2.1 The Member shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without WeQual’s prior written consent.
10.2.2 WeQual may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
10.3.1 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 or of any member of the group to which the other party belongs, except as permitted by clause 10.3.
10.3.2 Each party may disclose the other party’s confidential information:
a) 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 10.3; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement.
10.4.1 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.
10.4.2 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 based on any statement in the Contract.
10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6.1 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.
10.6.2 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.
10.7 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 10.7 shall not affect the validity and enforceability of the rest of the Contract.
10.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be sent by email in the case of WeQual to firstname.lastname@example.org and in the case of the Member to such email address as the Member provides on enrolling (or as subsequently nominates in writing by the Member to WeQual).
10.8.2 Any notice or communication shall be deemed to have been received, 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 10.8.2, 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.
10.8.3 This clause 10.8 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.
10.9 Third party rights.
10.9.1 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.
10.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.10 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 the law of England and Wales.
10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales 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.