1. Parties
These Terms and Conditions form the basis of the legal relationship between a Member, (following upon their earlier admission as a Member by ITI Scotland Limited) and ITI Scotland Limited, trading under the names ITI Techmedia, ITI Life Sciences and ITI Energy (hereinafter referred to individually as “ITI” or collectively as “ITIs”).
2. Applications for Membership
Applications for Membership will be determined by the applicant’s main choice ITI (as indicated on the Application Form), having regard to all information supplied on the Application Form and taking account of the non-exhaustive list of factors stated in the ITI Membership Policy. The ITI shall endeavour to notify the applicant of its decision within 14 days of an application being submitted. Membership is personal to the Member and may not be assigned without the prior written consent of the ITI.
3. Refusal of an application
The ITI shall be entitled at its sole discretion to refuse an application for Membership notwithstanding that it is the stated policy aim of the ITIs to extend their Membership as far as possible. There is no entitlement to appeal, however where an application has been refused, upon request, the ITI shall give short written reasons for such refusal. For the avoidance of doubt, refusal of an application shall not give rise to any claim in damages.
4. Data Protection
ITI Scotland Limited is committed to protecting individuals’ privacy and processes personal information in conformance with the terms of the ITI Privacy Policy (see below).
Please read the terms of the Privacy Policy now as they are deemed to be incorporated within and form part of these Terms and Conditions.
ITI Scotland Limited shall have, at its sole discretion, the right to publish Members names (for example on an ITI’s website in a list of Members) and disclose the fact of an organisation’s Membership to third parties.
5. Categories of Member
ITI Scotland Limited reserves the right to create new categories of Member whenever they consider this to be advantageous to the ITIs in carrying out their mission.
6. Membership Fees
Membership fees will fall due annually on April 1st and will be payable in accordance with the terms of a specific invoice sent at that time. The fee is currently £400 (plus VAT) but may be varied by ITI Scotland Limited from time to time. If any fee remains unpaid for 60 days from the date notice is given to the Member, the ITI (or other person appointed by the ITI for this purpose) shall be entitled to suspend or terminate the Membership.
7. Confidential Information
Each Member shall ensure that it does not disclose any Confidential Information which may come into its possession, custody or control by reason of its Membership. Confidential Information means all data and papers, materials and information in whatever format or medium it is held, which is held or compiled by, or supplied to the Members by the ITI, and which is identified by the ITI as being Confidential Information. The following shall be exempt from this requirement:
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any and all parts of such data and papers, materials and information which is or becomes public knowledge other than through any act or omission of the Member constituting a breach of its obligations under these Terms and Conditions;
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any and all parts of such data and papers, materials and information which a Member can prove by documentary evidence was already in its possession and at its free disposal at the time of the disclosure;
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any and all parts of such data and papers, materials and information received in good faith from a third party having no obligation of confidentiality and which is free to disclose such data and papers, materials and information;
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any and all parts of such data and papers shared between a Member and other companies forming a group of companies to which that Member belongs.
The obligations of confidentiality contained in this clause shall continue in force regardless of any earlier termination of Membership for whatever reason.
Further, more detailed, information relating to specific technologies and / or markets may be made available, subject to the terms of a specific Non Disclosure Agreement entered into at that time.
8. Programme Participation
Only Members shall have the possibility of participating in ITI research programmes. Members who are invited to become Programme Participants shall be required to enter into further, specific, legal agreements with ITI Scotland Limited before participating in any given programme(s).
9. Groups of Companies
Where a company that forms part of a group of companies successfully applies for Membership, this does not entitle any parent or subsidiary of the company, or other subsidiary of any such parent to become a Member. Each company within such a group shall be required to apply separately for Membership. For the avoidance of doubt, where a Member is part of a group of companies the Member shall be entitled to share information provided by the ITIs, including Confidential Information, with other companies in the group.
10. Trade Associations, membership-based organisations and other collective Industry Bodies.
Members who are Trade Associations, membership-based organisations or other collective Industry Bodies shall not be entitled to disclose Confidential Information to their associates or members. For the avoidance of doubt, any such associate or member shall be required to apply separately for ITI Membership.
11. Security of Facilities
Members shall ensure that no computer viruses, logic bombs or similar problems are intentionally introduced into an ITI website or other internet or intranet - based facilities operated by the ITIs, or into those of any other Member to which a Member has access as a result of its Membership.
12. Conduct
Each Member acknowledges that the purpose of the ITIs is to facilitate access to technologies relevant within and across specific markets and accordingly help Members become more innovative and competitive. It is agreed that at all meetings of Members in their capacity as Members which are not specifically related to a programme of research there shall be no discussion of:
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prices (past, present or future) charged by individual Members to specific customers for products or services;
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changes or proposed changes in prices set by individual Members to any customer, or prices paid to any supplier of products of services;
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discounts, credit terms, minimum purchase commitments, discount schedules or levels, or maximum or minimum pricing;
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any act, practice, or conduct which could in any way ever be construed as an agreement among Members to boycott a particular supplier or customer;
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any act, practice, or conduct which could in any way ever be construed to constitute an agreement among Members to control, limit or restrict the output of any Member or independent research or product development plans; or
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any act, practice, or conduct which could in any way ever be construed to constitute an agreement to divide territories or customers.
13. Termination due to inappropriate conduct
The ITIs reserve the right to terminate the Membership of any Member with immediate effect where the Member has behaved inappropriately towards any other Member or any ITI, including breach of these Terms and Conditions, or where the Member has behaved in such a manner as to generally bring an ITI or the ITIs into disrepute.
14. Accuracy of Information on Members’ Intranet
Each Member that displays information relating to itself, its products or its services, on the Members’ Intranet or any similar facility arranged from time to time by the ITIs, shall verify such information and be responsible for the accuracy and currency of the same. The ITIs cannot be, and are not, responsible for the accuracy or the content of any such information, the responsibility for which remains solely with the relevant Member.
15. Advertising
No Member shall be entitled to advertise on any ITI website but shall be entitled, where the means to enable this have been implemented, to establish a link from any inclusion of their name to the home page of their own website. Members shall also be permitted to install a link from their own website to the ITI homepage. Members are not permitted to display the ITI logo in any form, including on their web site or marketing materials, without ITI having firstly reviewed any plans or arrangements for such use and consented in writing thereto.
16. Compilation of Statistical Data
The ITIs shall compile such statistical data in relation to the activities of the Members as they may deem desirable provided always that any publication of such data shall not contain any commercially sensitive information or identify any Member individually. The ITIs shall take all reasonable steps to ensure that all statistical data collected and published is accurate and up to date.
17. Scottish Enterprise reporting
The ITIs shall be entitled to provide information relating to their activities, including details of Members to Scottish Enterprise ( the Government -sponsored economic development agency within Scotland, responsible for funding of the ITIs.) provided that the ITIs shall procure that:-
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prior to provision of such information the ITIs shall remove any commercially sensitive information; and
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Scottish Enterprise shall treat all such information in strictest confidence and shall use it solely for the purposes of monitoring the ITIs’ obligations pursuant to the funding arrangements in place, and its general economic development activities.
18. Amendments to the Terms and Conditions
These Terms and Conditions may be amended from time to time by ITI Scotland Limited. ITI Scotland will give 14 days notice of the intended amendment to the Terms and Conditions by displaying a prominent notice on each of the ITI Scotland website and the website of each of ITI Energy, ITI Techmedia and ITI Life Sciences. The amendment shall take effect on the 15th day after the notice appears. In the event that a member disagrees with the proposed amendment then that member may resign its membership by giving notice to ITI Scotland in the manner envisaged in clause 20. A member so resigning is not entitled to have its membership fee reimbursed or to have access to any member services.
19. Notices
Any notice to be given under these Terms and Conditions should be sent to ITI Scotland Limited at the address set out below and to the Member at the address notified to the ITI as its address for service. It will be assumed that the latter will be the address of the contact person identified in the Application Form unless otherwise communicated to the ITI. Notices should be sent by any of the following means:
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personal delivery;
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transmission by postage prepaid registered or certified airmail, return receipt requested;
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transmission by facsimile (with mechanical confirmation of successful transmittal);
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deposited with a reputable overnight courier service; or
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transmitted by E-mail with acknowledgement of receipt requested, provided that if the recipient of an E-mail has not acknowledged receipt within two business days, the sender shall send a second notice using another form of notice.
Unless otherwise provided herein, all notices shall be deemed to have been duly given on: (i) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by facsimile or by overnight courier; or (ii) three (3) days after the date of posting if transmitted by mail to an address in the same country where the notice is mailed and seven (7) days if mailed to a different country.
20. Notices to ITI Scotland Limited shall be sent to the following address:
The Chief Executive Officer
ITI Scotland Limited
180 St. Vincent Street
Glasgow
G2 5SG
Fax: 0141 229 1448
e-mail: membership@itiscotland.com
For the attention of: The Chief Executive
21. Governing Law
These Terms and Conditions shall be governed and interpreted by the laws of Scotland.