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Terms and Conditions for Membership of the Cloud Industry Forum
In these terms and conditions:
“Agreement” means the agreement by which an organisation is a member of CIF in accordance with the terms and conditions herein.
“Application Form” means the CIF branded form entitled “Cloud Industry Forum Membership Application Form” on the reverse of these terms and conditions.
“CIF” means Cloud Industry Forum IP Limited, 50 Station Road, Amersham, Bucks, England, HP7 0BD.
“Group” A grouping of Members including forming a Special Interest Group (SIG).
“Member” means the organisation subscribing as a CIF Member.
“Member Logo” means the of membership logo including particular format thereof provided to the Member for its use in image form.
“Services” means the benefits of membership to be provided to the Member.
The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
Any reference to any document (including the Agreement) is a reference to that document as amended, varied, supplemented, or novated (in each case, other than in breach of the Agreement) at any time.
Application of these Terms and Conditions
CIF shall supply to the Member the Services as it considers reasonably appropriate in connection with the Membership.
Change to Membership Fee; CIF reserves the right to review and adjust the membership fee annually on notice to the Member.
All charges are exclusive of value added tax (VAT) which is chargeable at the going rate. VAT No: 132 6328 34
CIF invoices are payable on receipt by the Member. If the Member fails to pay to CIF any sum due hereunder the Member shall (without prejudice to CIF's other rights and remedies hereunder) on demand pay interest to CIF on such sum from the due date for payment at an annual rate of 3% (three per centum) above the base lending rate from time to time of the Bank of England, accruing on a daily basis and compounding until payment is made, whether before or after any judgment. Without prejudice to the generality of the foregoing CIF reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
How to Pay:-
Cheques payable to “Cloud Industry Forum” and sent to the address overleaf.
BACS: payments should be sent to the following bank account quoting the member name.
Bank: Nat West Bank plc
Branch: Slough Trading Estate
Sort Code: 60-04-53
Account Name: Cloud Industry Forum
Account Number: 13585134
BIC: NWBK GB 2L
IBAN: GB57 NWBK 6004 5313 5851 34
The Member should make all payments due without any deduction, whether by way of set off, counterclaim, discount, abatement or otherwise.
All payments due under the terms of this Agreement shall be made in pounds sterling.
Code of Conduct
The Member shall;
- abide by the CIF mission that champions and advocates the adoption and use of online (cloud based) services by businesses and individuals,
- not, by any act or omission, bring the CIF into disrepute,
- agree to perform its affairs in a manner which is professional, trade fairly, honestly, conduct its business on sound and ethical principles,
- advocate the adoption of Code of Practice as set out at http://cloudindustryforum.org/code-of-practice/cop, and
- abide by the terms of the code of conduct applicable to any Group.
Exclusion of Voting Rights
Membership does not entitle a Member to a stake in the ownership of CIF and therefore the Member is not entitled to shares or the equivalent thereof in the CIF company and vote as such.
CIF does not give legal advice. The Member must rely on the advice of its own legal advisors.
CIF shall not be liable in the event of force majeure to the Member and by any reason of any representation (unless fraudulent or from any liability for death or personal injury caused by CIF's negligence, or for any other matter that cannot be limited or excluded by applicable law) or any implied warranty, condition or other term or any other duty at common law or under the express terms of the Agreement for any loss of profit or indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of CIF its servants or agents or recommended third parties or otherwise) which arise out of or in connection with the provision of the Services and the entire liability of CIF under or in connection with the Agreement shall not in any event exceed the amount of the membership fee paid to CIF in the first year of Membership.
Whilst all reasonable endeavours will be taken in handling any materials submitted by the Member, CIF will not accept responsibility for any loss of or damage to such materials.
The Member agrees that the membership agreement is solely between it and CIF. No consultant or employee assumes personal liability for the conduct of the Services.
The Member acknowledges that the limitations of CIF’s liability set out in this section are reasonable.
Intellectual Property Rights
Intellectual property rights shall mean all vested and contingent and future (all extensions and renewals thereof) of copyright, design rights (including both registered and unregistered if applicable), trademarks, patents, know how, confidential information, trade secrets including but not limited to concepts and themes and other intellectual property rights (collectively without limitation “Intellectual Property Rights”). The Member shall have no interest in CIF’s said rights or any goodwill associated therewith and in the event that (contrary to the foregoing) any such interest is held by the Member it shall be so held as bare trustee for the benefit of CIF, and the Member shall promptly and unconditionally on demand by CIF do all acts and execute all documents which may be necessary or desirable to confirm the title of CIF to the same.
The Member agrees that information marked as confidential by CIF and passed to the Member is intended for use only by the Member and its employees and professional advisors on a need to know basis.
Update of Terms and Conditions
CIF reserves the unilateral right on reasonable notice to the Member to change the Terms and Conditions of membership in this Agreement.
Termination (Cancellation of Membership)
CIF may terminate forthwith the Membership of the Member, if CIF decides that the Member is in breach of the Code of Conduct.
CIF may terminate forthwith the Membership (at any time) should the Member be acquired by another.
CIF Membership is automatically renewed from year to year without notice. The Member shall only be entitled to terminate Membership for a further membership period by giving not less than 90 days written notice to CIF prior to the completion of the current membership period. However, if no such instruction is received, Membership will automatically be renewed for a further membership period after the completion of the current membership period and the fees are payable accordingly without deduction. The Member agrees that no refund is available in the event of termination.
Contact details & Entire Agreement
The Member shall promptly notify CIF of any change to its contact details or relevant personnel contacts. The Agreement shall constitute the entire agreement and shall be in substitution for all previous membership agreements and arrangements whether oral or written between CIF and the Member. All such agreements and arrangements are deemed terminated by mutual consent immediately prior to the acceptance of this Agreement being by CIF indicating membership after receipt of the completed Application Form by it.
Contracts (Rights of Third Parties) Act 1999It is not intended by the parties to this agreement that any term which may be construed as conferring a benefit on any person who is not a party to this agreement should be enforceable by such party, under the Contracts (Rights of Third Parties) Act 1999.
Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing addressed to the other party either at its registered office or principal place of business (including by e mail and fax). If a notice or other communication has been sent, it will be deemed to have been delivered and received as follows: if sent by fax and e mail, at the time of transmission; or if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day after posting; or if sent by airmail, five days from the date of posting. The provisions of this clause shall not apply to the service of any process in any legal action or proceedings.
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
Any variation of this Agreement by the Member will not be valid unless and until agreed in writing by CIF.
No waiver or delay by CIF of any breach of the terms and conditions of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provisions in this Agreement by CIF.
Governing Law & Jurisdiction
The parties agree that the Agreement shall be governed by the laws of England and Wales and the terms and conditions will be construed accordingly. In connection with any dispute between the parties relating to or connected with the Agreement each party hereby irrevocably submits to the exclusive jurisdiction of the English courts, save that CIF retains the right to bring proceedings against the Member for breach of Agreement in its country of residence or any other relevant jurisdiction.
The Member may not give, bargain, sell, assign, lease, transfer, charge, sub-contract or otherwise dispose of any of its rights, licences or obligations hereunder without the prior written consent of CIF.
The parties are not partners or in a relationship of employer and employee or in a relationship of principal and agent. Save as expressly authorised hereby neither party has the right or authority to act on behalf of the other party or to make any representation on its behalf and will not represent that it has such right or authority.
Guidelines for the use of the Member Logo
- The Member Logo provided, may be used on printed materials, on the internet and intranet sites by current paid up Members solely and exclusively to indicate their organisation’s membership.
- Use of a Member Logo by the Member must not infer or imply, whether directly or indirectly, that the contents of the material are in any way endorsed, approved, devised or produced by CIF. The Member should consult CIF where there is any doubt at all on whether any proposed material contravenes these Guidelines.
- The Member Logo should always be used from supplied digital artwork and never be recreated.
- The Member must use the Member Logo in its entirety without modification or alteration. Use of part of the Member Logo or any adapted or redesigned part of the Member Logo is NOT permitted.
- CIF may by written notice to the Member require the Member to cease using the Member Logo forthwith if CIF determines that a breach of these Guidelines has occurred.
- The CIF and any other Member Logo originated by CIF are not to be used after membership has come to an end. All material featuring the Member Logo must be removed from circulation, electronic or otherwise.
- The Member Logo may not be used in any way which might prejudice its distinctiveness or validity or the goodwill of CIF.
- No trade mark, service mark or trade name resembling any Member Logo will be used to cause confusion or deception.
- The Member will not apply for the registration of any sign identical to or coloured similarly to the Member Logo.
- The Member will promptly notify CIF of any actual or suspected infringement or violation of the intellectual property rights in the Member Logo which it becomes aware during the term of its membership.