The Disruptive HR Members Club Terms and Conditions

THE DISRUPTIVE HR AGENCY LTD is a company registered in England and Wales with company number 09752298 whose registered office is at The WoW Company, Hickenield House East Anton Court, Icknield Way, Andover, Hampshire SP10 5RG (“Disruptive HR“, “we”, “us”, “our”).

BACKGROUND

The Disruptive HR Members Club (the “Club”) is a multi-media, engagement platform hosted through our website, https://disruptivehr.club, (Website), that will help you and your HR team get the development you need and transform your approach. The Disruptive HR Club offers a subscription-based online service (the “Services“) that allows its Members to:

i. Learn about the very latest HR trends and innovative practices;
ii. Gain access to material to help you build fresh approaches to every aspect of the employee experience;
iii. Develop the new HR skills and mind-sets required to deliver in a changing world;
iv. Expand your peer group and gain access to like-minded HR people from other organisations around the world;
v. Take part in online clinic sessions and pose questions about new approaches to us and to the wider network;
vi. Post/advertise HR vacancies; and
viii. Match with a mentor

These are the Terms and Conditions that govern your Membership to the Club and on which we supply the Services to you. They shall apply in addition to our Privacy Policy, a copy of which can be found here

By using the Services you confirm that you accept these Terms and Conditions and that you agree to comply with them.

We may amend these Terms and Conditions from time to time. Every time you wish to use the Services please check these terms to ensure you understand the Terms and Conditions that apply at that time.

1. DEFINITIONS

1.1 In these Terms and Conditions, unless the context requires otherwise, the following definitions shall apply:

Agreement” means these Terms together with any fee invoice respect of the Services (whether in paper form or online).
Commencement Date” means the date from which a Member subscribes use the Services.
Digital Assets” means all proprietary and other Intellectual Property Rights belonging to Disruptive HR that are provided to the Member as part of the Services.
Member” means an individual or corporate entity that has signed up to and been accepted by the Club and “you” and “Membership” and “Corporate Membership” shall be construed accordingly.
Member Content” means content that Members post on the website as part of the Services including but not limited to Member organisations’ HR vacancies;
Member Subscription Fee” means the fee applicable to Members to access the Services including an individual subscription fee and a Corporate Membership fee.
Subscription” means the annual subscription for the Services.
Subscription Period” means the 12 month term of the Subscription starting on the Commencement Date and any successive 12 month terms.

1.2 Interpretation

a. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b. A reference to a party includes its personal representatives, successors and permitted assigns.
c. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
d. 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.
e. A reference to writing or written includes email.

2. MEMBERSHIP

2.1 In order to become a Member you will need to register and subscribe to the Services. To register you must enter your name, email address and choose a password. This will create an account (Member Account). If you do not complete the Subscription process, we will email you to confirm your registration to the Club following which you will be able to subscribe to the Services. Our acceptance of your membership will take place upon Subscription at which point a contract will come into existence between you and us.

2.2 When creating a Member Account you must provide accurate and complete information and update this information from time to time as needed. You are solely responsible for activity that occurs on and with your Member Account. You must keep your password secure and must notify us of any breach of security or other unauthorised use of your account.

2.3 We maintain different types of Membership for different types of Members, the details of which are available on our Website. To activate your Membership and subscribe to the Services you must choose your type of Membership and payment method. Payment methods and payment terms are set out in Clause 4 of these Terms and Conditions.

2.4 With respect to a Corporate Membership the company shall be the administrator of the Membership. Employees of the company (each an Authorised User) shall have access to the Services and shall each create a Member Account. The company shall have access to a maximum number of Member Accounts pursuant to its Subscription. Each Authorised User must provide accurate and complete information when creating a Member Account and must keep its password secure. The passwords for each Member Account shall not be shared with any non Authorised Users.

2.5 Disruptive HR grants you a non-exclusive, non-transferable, revocable licence to use the Digital Assets in relation to the provision of the Services during the term of the Subscription Period.

2.6 Disruptive HR shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven (7) days a week except for: (i) planned maintenance; and (ii) unscheduled maintenance performed outside normal business hours. Disruptive HR does not warrant that the use of the Services will be uninterrupted or error free.

3. USE OF THE SERVICES

3.1 You shall ensure that your use of the Services including any Member Content that you post does not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

3.2 We reserve the right to remove content where we reasonably suspect such content is Inappropriate Content and to immediately suspend or terminate Membership if a Member posts Inappropriate Content.

3.3 A Corporate Member must procure that each Authorised User complies with the terms of this Agreement.

3.4 You shall not advertise your own products or services or those products and services of a third party as part of your use of the Services (Unauthorised Advertisements). We reserve the right to remove Unauthorised Advertisements and to immediately suspend or terminate Membership if a Member posts Unauthorised Advertisements.

3.5You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that arises as a result of any material posted to, or linked to, the website constitutes Inappropriate Content.

4. PAYMENT

4.1 In consideration for the Services, Disruptive HR shall charge a Member Subscription Fee. Payment shall either be taken at the time you become a Member by credit card or on payment of an invoice. Such payment to be within 30 days of the date of invoice (Due Date). If the Member Subscription Fee is not paid in full by the Due Date, Disruptive HR may, without limiting its further rights, charge interest at 4% a year above the base rate Disruptive HR’s bank base rate from time to time in force. Such interest shall accrue on a daily basis from the Due Date until the actual date of payment.

4.2 We reserve the right to suspend or terminate your Membership at our sole discretion in the event that you fail to pay the Membership Subscription Fee.

4.3 Payment taken at the time you become a Member by credit card is processed by our payment partner. Payment is subject to our payment partner’s Terms and Conditions. We do not accept any responsibility or liability for these terms.

4.4 Disruptive HR reserves the right to charge any associated fees from a payment provider or transaction fees that may apply if payment is being made from overseas.

4.5 Unless otherwise expressly provided in these Terms and Conditions, all amounts referred to in these Terms and Conditions, including the Member Subscription Fee, are exclusive of value added tax (VAT) or otherwise applicable sales tax which, where chargeable by Disruptive HR, shall be payable by you at the rate and in the manner prescribed by law.

5. WARRANTIES

5.1 Disruptive HR warrants that: (i) it shall use due care and follow highest professional standards while providing the Services; (ii) it has all necessary rights, authorisations and licences to provide the Services; (iii) it shall provide the Services in accordance with all applicable laws; and (iv) use of the Digital Assets shall not infringe or violate any, copyrights, trade secrets, licences or other proprietary rights of any third party. For the avoidance of doubt Disruptive HR explicitly does not warrant the accuracy or otherwise of any Member Content. The Website may display content on behalf of potential employers, including prospective employment opportunities. Disruptive HR assumes no responsibility for any content displayed on behalf of employers or other Members on the Club website, including all Member Content and neither does Disruptive HR warrant the accuracy or suitability or assume any liability in respect of any applications.

5.2 The Member warrants that it shall (i) provide Disruptive HR with all necessary co-operation and access to all necessary information as may be reasonably required by Disruptive HR to provide the Services; (ii) not access, store, distribute or transmit any viruses; (iii) obtain any necessary consents necessary to receive the Services; (iv) not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Digital Assets in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Digital Assets; and (v) shall only use the Services in accordance with the terms of this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Subject to the licence granted in Clause 2.4, all Intellectual Property Rights in the Services and Digital Assets and any rights that existed prior to the Subscription or are developed separately from it shall remain vested in Disruptive HR.

6.2 For the purposes of this Agreement “Intellectual Property Rights” or “IPR” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, semiconductor topography rights, utility models, rights in designs, trademarks, service marks, trade or brand names, domain names, rights in goodwill or to sue for passing off, and other similar or equivalent rights or forms of protection in each case whether registered or unregistered and including all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world (and “Intellectual Property” shall be interpreted accordingly).

7. DATA PROTECTION

7.1 Both parties shall comply with their obligations under Data Protection Laws.
7.2 “Data Protection Laws” means applicable laws relating to: (i) data protection; (ii) privacy; and (iii) restrictions on, or requirements in respect to the processing of personal data of any kind in the Territories, including the EU General Data Protection Regulation 2016/679.  “Data Controller”, Data Processor”, “Data Subject”, Personal Data” and “Processing” shall have the same meanings as in the Data Protection Laws and shall be construed accordingly. Neither party shall do anything that would cause the other party to be in breach of its obligations under the Data Protection Laws. Each party shall comply with its obligations under applicable Data Protection Laws and maintain appropriate technical and organisational measures in respect to Personal Data to prevent the unauthorised access or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data. Neither party shall process Personal Data in any country outside the European Economic Area without the other party’s prior written consent and without entering into the appropriate documentation to ensure the safe transfer, processing and storage of any Personal Data.

8. CONFIDENTIAL INFORMATION

As a Member receiving the Services and save in relation to the licence granted in Clause 2.4, you agree to keep confidential all information provided as part of the Services for the period of the Subscription Term and for a period of 5 years following the expiry of the Subscription Term.

9. INDEMNITIES

The Member shall indemnify and hold harmless Disruptive HR, its directors or employees, against any and all actions, claims, costs, expenses, damages, fines, penalties and liabilities (including reasonable legal fees) arising out of or in connection with: (i) the Member’s use of the Digital Assets or the Services; (ii) a breach of Clause 7 or the Member’s obligations under Data Protection Laws or Clause 8 (Confidentiality); (iii) any acts or omissions of an Authorised User.

10. LIABILITY

10.1 Subject to Clause 10.2 and to the extent permitted by law, (i) neither Disruptive HR, nor the Member shall have any liability to the other in connection with the Agreement (and for the avoidance of doubt including any indemnity liabilities) for any indirect, economic or consequential loss and damage, and (ii) the total liability of both Disruptive HR and the Member in connection with the Agreement for direct loss and damage, whether arising in tort (including negligence and strict liability), contract, any indemnity liability or otherwise, shall not exceed £1,000.

10.2 Notwithstanding the aforesaid, no limitation, exclusion or restriction of liability under this Agreement shall apply to any liability arising out of: (i) either party’s negligence, fraud, misrepresentation or wilful default; (ii) the Member’s indemnity obligations pursuant to Clauses 3.4 and 9.

11 TERMINATION

11.1 We may suspend or terminate your Membership immediately at our sole discretion if you breach any term of this Agreement.

11.2 We may suspend or terminate your Membership immediately at our sole discretion if you (as an individual) or any of your officers or employees or associates (as an organisation) post Inappropriate Content as defined in Clause 3.2 or Unauthorised Advertisements as defined in Clause 3.3.

11.3 You may terminate your Membership during the Subscription Period, however, you will not be entitled to a refund.

11.4 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of that party.

11.5 Membership shall run for the Subscription Period. Two (2) weeks before the end of each Subscription Period you shall be contacted to see if you wish to continue your Membership for a further 12 month term. At this point you shall have the option to terminate your Membership. If you do not choose to terminate your Membership it shall auto renew for a subsequent 12 month term. If you previously paid by credit card an automatic payment will be taken via payment partner. If you pay by invoice, we shall send you an invoice. Payment terms in Clause 4 apply.

12 GENERAL

12.1 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.2 This Agreement constitutes the entire agreement between the parties in relation to their subject matter and replaces and supersedes all other agreements, written or oral with respect to its subject matter. Each party acknowledges that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.

12.3 This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed in all respects by English law and the parties agree that the English courts shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Agreement including any non-contractual obligations arising out of or in connection with it.

June 2019