CONDITIONS 

1. INTERPRETATION
   1.1 The following definitions and rules of interpretation apply in these Conditions. 

• 1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
• 1.3 A reference to writing or written includes e-mail.
• 1.4 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.

2. Formation of Contract
   • 2.1 To become an Affiliate Member you will need to complete the Online Membership Application. To do this simply follow the onscreen prompts and provide all the required information and submit it to us.
   • 2.2 If we approve your application, we’ll then send you a Welcome Email.
   • 2.3 A binding contract will come into existence between you and us (Contract) when you have:
     • 2.3.1 electronically signed a set of these Conditions (following the instructions in the Welcome Email); and
     • 2.3.2 sent to us (to the email address set out in the Welcome Email) a Purchase Order for the Membership Fee; or
     • 2.3.3 if you do not issue Purchase Orders, requested from us (via the email address set out in the Welcome Email) an invoice for the Membership Fee and we have received payment of the Membership Fee from you.

3. Contract Term
   • 3.1 This Contract will run from the Commencement Date to the end of the Membership Year, where it shall automatically come to an end without notice (Term).
   • 3.2 This Contract will not automatically renew at the end of the Term. We will contact you before the end of the Term to see if you would like to continue your Affiliate Membership. If you would, you will be required to enter into a new contract with us.
4. Grant of rights and reservations
   • 4.1 From the Commencement Date:
     • 4.1.1 we grant, and you accept, the Membership Rights during the Term in accordance with this Contract;
     • 4.1.2 we reserve to ourselves all rights not expressly granted to you under this Contract; and
     • 4.1.3 you grant and we accept a worldwide, sub-licensable, non-exclusive, royalty free licence to use your Member’s Mark during the Term for the delivery of the Membership Rights.

5. Membership Fee
   • 5.1 In consideration of the Membership Rights granted by us to you, you shall pay us the Membership Fee.
   • 5.2 You must either:
     • 5.2.1 if you issue Purchase Orders, issue us with a Purchase Order; or
     • 5.2.2 if you do not issue Purchase Orders, requested from us an invoice for the Membership Fee,

within 14 Calendar Days of having signed these Conditions (see clause 2.3.1 to clause 2.3.3).

• 5.3 As soon as we can following receipt of your Purchase Order, we will issue you with an invoice for the Membership Fee.
• 5.4 All invoices issued by us under this Contract must be paid in not less than 30 Calendar Days of the date of the invoice.
• 5.5 If you fail to pay us the Membership Fee when due, we shall have the right to terminate this Contract pursuant to clause 2.
• 5.6 For the avoidance of doubt, the Membership Fee payable by you shall be the same regardless of when during the Membership Year you became and Affiliate Member (i.e., there shall be no pro-rated reduction in the Membership Fee if you do not become a member at the start of the Membership Year).

6. Marks
   • 6.1 As soon as we reasonably can following the Commencement Date, we will provide you (in an appropriate format) the:
     • 6.1.1 UKCSS Mark; and
     • 6.1.2 if you are a signatory to our Ethical Standard, the Ethical Mark.
   • 6.2 You shall be permitted to use the UKCSS Mark and, if applicable, the Ethical Mark in accordance with the Membership Rights applicable to your Affiliate Membership Tier for the Term.
   • 6.3 On expiry or termination of this Contract you shall immediately cease using the UKCSS Mark and, if applicable, the Ethical Mark. This includes removing the relevant Mark from your website and any other place where it may be displayed, and to withdraw from circulation and any all materials you have produced which contain the relevant Mark.
7. Intellectual Property Rights
   • 7.1 We and you acknowledge as follows:
     • 7.1.1 all rights in the Member’s Mark, including any goodwill associated with it, shall be your sole and exclusive property, and, save as expressly provided in clause 1.3, we shall not acquire any rights in the Member’s Mark, nor in any developments or variations of them; and
     • 7.1.2 all rights in the Marks, including any goodwill associated with them, shall be our sole and exclusive property and you shall not acquire any rights in the Marks, including any developments or variations of them.

8. Your General Obligations
   • 8.1 You undertake to us:
     • 8.1.1 to exercise the Membership Rights strictly in accordance with this Contract;
     • 8.1.2 to comply with all Applicable Laws relevant to the exercise of your rights and the performance of your obligations under this Contract;
     • 8.1.3 not to apply for registration of any of the Marks (or part of them) or anything confusingly similar to the Marks (or any part of them) as a trademark for any goods or services;
     • 8.1.4 not to use the Marks (or any part of them) or anything confusingly similar to them in your trading or corporate name or otherwise, except as authorised under this Contract;
     • 8.1.5 to assist us in protecting the Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Marks or our title to the Marks;
     • 8.1.6 to notify us of any suspected infringement of the Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by us; and
     • 8.1.7 to provide us, at your sole cost and expense, all suitable material including artwork of the Member’s Mark in a format and within print deadlines that we may reasonably request for it to be reproduced under our control for the fulfilment of the Membership Rights.
   • 8.2 You have no right to sub-license, assign or otherwise dispose of any of the Membership Rights without our prior written consent.
   • 8.3 If you your Affiliate Membership Tier is Sponsor or Showcase, you agree to comply with the terms of Schedule 1.
9. Our Obligations
   • 9.1 We shall use our reasonable endeavours to deliver or ensure the delivery of each and all of the Membership Rights to you.
   • 9.2 We shall comply with all Applicable Laws relevant to our performance of this Contract.
10. Representations and warranties
    • 10.1 You warrant and represent that:
      • 10.1.1 you own or are solely entitled to use the Member’s Mark and any other material supplied you may supply to is in relation to this Contract and we shall be entitled to see evidence to this effect on request; and
      • 10.1.2 our use of the Member’s Mark in accordance with clause 1.3 will not infringe the rights of any third party.

11. Indemnity
    • 11.1 You agree to indemnify us against and covenant to pay to us an amount equal to:
      • 11.1.1 all losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we do or will incur or suffer; and
      • 11.1.2 all claims or proceedings made or brought or threatened against us by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses we do or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings,

in each case arising out of or in connection with any claim made against us by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with our use of the Member’s Mark in accordance with this Contract.

12. Limitation of liability
    • 12.1 Nothing in this Contract shall limit or exclude either your, or our, liability:
      • 12.1.1 for death or personal injury caused by its negligence, or the negligence of your, or our, employees, agents or subcontractors;
      • 12.1.2 for fraud or fraudulent misrepresentation; or
      • 12.1.3 for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by Applicable Law.
    • 12.2 Nothing in this Contract shall limit or exclude your liability under the indemnity set out at clause 1 and (if applicable) in paragraph 7 of Schedule 1.
    • 12.3 Subject to clause 1 and clause 12.2, under no circumstances shall we be liable to you for any of the following, whether in contract, tort (including negligence) or otherwise:
      • 12.3.1 loss of revenue or anticipated revenue;
      • 12.3.2 loss of savings or anticipated savings;
      • 12.3.3 loss of business opportunity;
      • 12.3.4 loss of profits or anticipated profits;
      • 12.3.5 wasted expenditure; or
      • 12.3.6 any indirect or consequential losses.
    • 12.4 Subject to clause 1, our maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Contract shall be limited to the amount of the Membership Fee paid under or pursuant to this Contract.
13. Insurance
    • 13.1 During the Term and for a period of one year afterwards you agree that you shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with this Contract, and produce to us, on request, full particulars of that insurance and the receipt for the then current premium.
14. Termination
    • 14.1 Without affecting any other right or remedy available to it, either we or you may terminate this Contract with immediate effect by giving written notice to the other if:
      • 14.1.1 the other commits a material breach of any term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 Calendar Days after being notified in writing to do so;
      • 14.1.2 the other takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 1.2;
      • 14.1.3 the other suspends or ceases, or threatens to suspend or cease, carrying on business; or
      • 14.1.4 there is a change of control of the other within the meaning of section 1124 of the Corporation Tax Act 2010.
    • 14.2 Without affecting any other right or remedy available to it, we may terminate this Contract with immediate effect by giving written notice to you if you fail to pay the Membership Fee in accordance with clause 5.
15. Consequences of termination
    • 15.1 On termination or expiry of this Contract:
      • 15.1.1 the Membership Rights granted by us to you under this Contract shall immediately terminate;
      • 15.1.2 you shall not exercise the Membership Rights or use or exploit (directly or indirectly) your previous connection with us; and
      • 15.1.3 you and we shall promptly return to the other any property of the other within your or our possession or control;
    • 15.2 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.
    • 15.3 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities that you or we have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry.
16. Force majeure
    • 16.1 A Force Majeure Event means any event not in our control including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic (including the current COVID-19 pandemic and any reoccurrence of the same); 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; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including in response to the current COVID-19 pandemic (or any reoccurrence of the same), imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; and interruption or failure of utility service (including internet services).
    • 16.2 Provided we have complied with clause 3 if we are prevented, hindered or delayed in or from performing any of our obligations under this Contract by a Force Majeure Event we shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    • 16.3 We shall as soon as possible after the start of a Force Majeure Event notify you of it and its potential duration (if known). We shall use our reasonable endeavours to mitigate the effect of the Force Majeure Event.
17. Confidentiality
    • 17.1 You and we agree that neither you nor we shall, for so long as this Contract is in force, and for a period of two years after its termination or expiry disclose to any person any confidential information, or information of a confidential nature, concerning the business, assets, affairs, customers, clients or suppliers of the other (Confidential Information), except as permitted by paragraph 2.
    • 17.2 We and you may disclose the other’s Confidential Information to:
      • 17.2.1 employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of or in connection with this Contract provided the one disclosing ensures that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other’s Confidential Information materially complies with this clause 17; and
      • 17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • 17.3 Neither we nor you shall use the other’s Confidential Information for any purpose other than to exercise rights and perform obligations under or in connection with this Contract.
18. Entire agreement
    • 18.1 This 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.
    • 18.2 Each party acknowledges that in entering into this 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 this Contract.
    • 18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
19. Notices
    • 19.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be sent by email to the email address specified in the Welcome Email.
    • 19.2 Any notice shall be deemed to have been received at 9.00 am on the next Business Day after transmission.
    • 19.3 This clause 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.
20. General
    • 20.1 No amendment or variation of this Contract shall be effective unless it is in writing and signed by us and you.
    • 20.2 Neither we nor you shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any rights and obligations under this Contract without the written consent of the other (such consent not to be unreasonably withheld or delayed).
    • 20.3 This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
21. Governing law and Jurisdiction
    • 21.1 This 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
    • 21.2 We and you irrevocably agree 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 this Contract or its subject matter or formation.

Showcase Tier Terms

The terms of this Schedule 1 only apply if you are a Sponsor or Showcase Tier Affiliate Member.

1. Definitions
   • 1.1 In this Schedule 1, the following definitions will apply (as well as the definitions above).

2. Sponsoring An Event
   • 2.1 Your Membership Rights include the right to sponsor an Event during the Membership Year.
   • 2.2 If you would like to sponsor a particular Event, you must give us at least 4 months of notice prior to the relevant Event Date.
   • 2.3 If we have capacity at the relevant Event, we shall confirm in writing as such within 14 Calendar Days of receipt of the notice you sent under paragraph 2 and your commitment to sponsor the relevant Event shall become legally binding.
   • 2.4 If we do not have capacity at the relevant Event, we will inform you as such and the provisions of paragraph 4 shall apply.
   • 2.5 If, during a Membership Year, you simply fail to request to sponsor an Event, you shall not be due any refund of the Membership Fee.
3. Event cancellation
   • 3.1 We reserve the right to cancel any Event for any reason (including by reason of a Force Majeure Event, as defined in clause 16). If we do this, we shall notify you as soon as possible. If we cancel an Event, you and we agree that we shall not be in breach of this Contract by virtue of that cancellation, and the terms of paragraph 4 (below) shall apply.
4. If we do not have capacity for you to sponsor an event, or we cancel an Event
   • 4.1 If we:
     • 4.1.1 do not have capacity for you to sponsor your chosen Event (see paragraph 4); or
     • 4.1.2 cancel an Event pursuant to paragraph 1,

we shall, in the first instance, in writing offer you the right to sponsor alternative Events. You shall have 14 Calendar Days from the date of our notice to decide if you would like to sponsor an alternative Event. If you would like to sponsor an alternative Event, you must confirm so in writing (within the 14 Calendar Day period) and your commitment to sponsor the Event shall be come legally binding.

• 4.2 If you do not wish to sponsor an alternative Event (as notified by us to you pursuant to paragraph 1), you must let us know in writing within 14 Calendar Days of the date of our notice. In such circumstances, we and you shall negotiate to agree an alternative set of rights (within 30 Calendar Days of you notifying us that you do not wish to sponsor an alternative Event) which will provide you with a benefit at least equal to that which you would have received from sponsoring an Event (Substitute Rights).
• 4.3 If we and you are able to agree Substitute Rights pursuant to paragraph 2, we shall record them in writing and they shall become part of the Membership Rights (and any reference in this Contract to Membership Rights shall include the Substitute Rights).
• 4.4 If, however, we are unable to agree Substitute Rights pursuant to paragraph 2 then you will have lost your right to sponsor an Event or receive Substitute Rights. In such circumstances you will not be entitled to any refund of the Membership Fee.

5. Your Obligations in respect of an Event
   • 5.1 If you have legally committed to sponsor an Event (pursuant to paragraph 3 or paragraph 4.1) you agree:
     • 5.1.1 to use the Event Mark and other branding materials provided us to you in accordance with the Brand Guidelines;
     • 5.1.2 to apply any legal notices as required as we may require or as set out in the Brand Guidelines on all Member’s Event Materials;
     • 5.1.3 to submit to us for our prior written approval (not to be unreasonably withheld or delayed), pre-production samples of all the Members’ Event Materials, before their production and distribution;
     • 5.1.4 to ensure that all Member’s Event Materials shall comply in all respects with the samples approved in accordance with paragraph 1.3;
     • 5.1.5 as soon as reasonably possible at our request, and at your sole cost, withdraw from circulation any Member’s Event Materials which do not comply with paragraph 1.1 to paragraph 5.1.4;
     • 5.1.6 to execute any further documentation and provide any assistance, both during the Term and after termination, as we may reasonably request to protect the Event Mark and this may include recording the terms of this Contract or any understanding or obligation under this Contract on any trademark register or other register, or in any other way.
   • 5.2 You agree not engage in joint promotions with any third party in relation to the Event without our prior written consent.
6. Intellectual Property Rights
   • 6.1 We grant you the right to use the Event Mark on the Member’s Event Materials and for the purposes of promoting or otherwise demonstrating your status as a sponsor of the Event.
   • 6.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of us or jointly by us and you shall, with the exception of the Member’s Mark, be our sole and exclusive property. If you acquire, by operation of law, title to any such Intellectual Property Rights you shall assign them to us on request, whenever that request is made.
   • 6.3 You acknowledge and agree that we are the owner or controller of the Commercial Rights and of all rights in the Event Mark.
7. Indemnity
   • 7.1 You agree to indemnify us against and covenant to pay to us an amount equal to:
     • 7.1.1 all losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we do or will incur or suffer; and
     • 7.1.2 all claims or proceedings made or brought or threatened against us by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses we do or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings,

in each case arising out of or in connection with any claim made against us by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Member’s Event Materials, whether or not any claim arises during the Term (and for the avoidance of doubt, our approval of any use of the Event Mark on the Member’s Event Materials, relates only to the use of the Event Mark and does not amount to approval of any the Member’s Event Materials and shall not affect this right of indemnification).

8. Termination
   • 8.1 On termination of this Contract pursuant to clause 14, you shall not exercise the Membership Rights or use or exploit (directly or indirectly) your previous connection with us or the Event.