WISE (corporate) membership standard terms and conditions

• WISE (Corporate) Membership Standard Terms And Conditions [PDF, 274KB]

WISE Membership is a business-to-business product, offered by the IET to corporate customers with a specific focus on promoting gender equity within the STEM sector. It is distinct from IET membership, which is a business-to-consumer product, and which is governed by the IET’s Bye-laws.

Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement and in these terms and conditions (the “Conditions”):

“Add-on Products” means those products, over and above joining the WISE Membership Scheme, procured by the WISE Member and to be delivered by the IET as set out in the Order Form.

“Agreement” means this agreement between the IET and the WISE Member in respect of the WISE Membership Scheme and any Add-on Products, which comprises the components listed in clause 2 (Composition of the Agreement).

“Applicable Law” means all laws, rules, regulations, codes of practice, research governance or ethical guidelines or requirements of regulatory authorities, as amended from time to time, which are applicable to this Agreement.

“Commencement Date” means the date on which the IET countersigns the Order Form.

“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including the terms and conditions of this Agreement (and any agreement entered into in connection with this Agreement) and information which relates to the business, affairs, finances, properties, assets, trading practices, services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, suppliers and customers of the IET or the WISE Member (as the case may be) or, in each case, any member of the Group to which the relevant party belongs. In respect of the IET, the Confidential Information shall include the IET Materials and in respect of the WISE Member, the Confidential Information shall include the WISE Member Materials.

“Data Protection Legislation” means all applicable laws and regulations relating to the protection of personal data and the privacy of individuals as may be amended, extended, re-enacted or replaced from time to time, including, (where applicable):

1. UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; or
2. EU GDPR,

along with the guidance and codes of practice issued by the UK's Information Commissioner, EU Commission or other relevant regulatory authority (as applicable to a party).

“Delivery Dates” means those dates for delivery of the Add-on Products, as set out in the Order Form.

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).

“Expenses” means those expenses payable by the WISE Member, as identified on the Order Form.

“Fees” means the WISE Membership Fees and any Add-on Products Fees, as set out in the Order Form, which are payable by the WISE Member to the IET in accordance with clause 5 (Fees and payment).

“Force Majeure Event” means an unforeseeable act, omission, event, accident or other circumstance that is:

1. beyond the reasonable control of a party; and
2. not attributable to any wilful act, neglect or failure to take reasonable preventative action by that party,

and which affects that party’s performance of its obligations under this Agreement.  Things such as strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, volcanic ash, earthquake, explosion, terrorist act, epidemic, pandemic or other spread of infectious disease or the imposition of any measures to prevent the spread of disease, nuclear, chemical or biological contamination, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm may be Force Majeure Events.

“GHGs” means the natural and anthropogenic gases which trap thermal radiation in the Earth’s atmosphere and are specified in Annex A to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (UNFCCC), as may be amended from time to time.

“Good Industry Practice” means standards, practices, methods and procedures conforming to Applicable Law and the exercise of that degree of skill and care, diligence, prudence and foresight which would be expected from a leading organisation or company within the relevant industry or business sector and in accordance with any relevant industry codes of practice.

“Group” means in relation to a party: i) that party; ii) any subsidiary or holding company from time to time of that party; iii) any subsidiary from time to time of a holding company of that party; and iv) any subsidiary from time to time of a subsidiary of that party.

“IET Branding” means the trade marks, trade names or logos, in all cases, whether registered or unregistered, of the IET.

“IET Logo” means the following logo:

“IET Materials” means all documents, information, data, items and materials in any form (whether owned by the IET or a third party) not developed specifically for the WISE Member which may be provided by the IET to the WISE Member in connection with this Agreement.

“Intellectual Property Rights” means any copyright and related rights, patents, rights to inventions, registered designs, database rights, design rights, topography rights, trade marks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of 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.

“Term” has the meaning given to it in the Order Form.

“UK GDPR” has the meaning given to it in Section 3(10) (as supplemented by Section 205(4)) of the Data Protection Act 2018 (as amended).

“VAT” means value added tax or any equivalent tax chargeable in the United Kingdom (or elsewhere).

“WISE Benefits” means those benefits associated with the WISE Membership Level, as such benefits are set out on the WISE Website.

“WISE Member Logo” means the WISE Member’s logo as set out on the Order Form.

“WISE Member Materials” means all documents, information, data, items and materials in any form (whether owned by the WISE Member or a third party), which are provided by the WISE Member to the IET in connection with this Agreement.

“WISE Membership Scheme” means the WISE corporate membership scheme offered by the IET, which has the aim of promoting the success of women in science, technology, engineering and maths.

“WISE Membership Level” means the WISE corporate membership level, as set out in the Order Form.

“WISE Website” means www.wisecampaign.org.uk.

“Working Day” means a day, other than a Saturday, Sunday or public holiday in England and Wales.

1.2 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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.3 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.

1.4 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.5 Any requirement for a party to use its “reasonable endeavours” shall be interpreted as a requirement for that party to use its reasonable and commercially prudent endeavours.

1.6 Words in the singular shall include the plural and vice versa.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 A reference to writing or written includes email but excludes fax.

1.11 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.

1.12 References to clauses and Schedules are to the clauses and Schedules of these Conditions and references to paragraphs are to paragraphs of the relevant Schedule.

2 Composition of the Agreement

2.1 This Agreement is made up of and incorporates the following components which are listed in the order of precedence that shall be applied in the event that there is any conflict or ambiguity between the terms of such components:

2.1.1 the Order Form and any appendices to it (as accepted in writing by the IET);

2.1.2 the Conditions; and

2.1.3 any Schedules to these Conditions.

2.2 These Conditions apply to the Agreement to the exclusion of any other terms that the WISE Member seeks to impose or incorporate (including any terms attached to a purchase order), or which are implied by law, trade customer, practice or course of dealing.

3 Formation, commencement and duration

3.1 The Order Form constitutes a request by the WISE Member become a member of the WISE (Corporate) Membership scheme subject to and in accordance with these Conditions.

3.2 The Order Form shall only be deemed to be accepted when the IET confirms its acceptance by returning to the WISE Member a copy of the Order Form that is countersigned by the IET.

3.3 This Agreement shall come into force on the Commencement Date and shall continue in full force and effect for the Term.

4 IET’s responsibilities and rights

4.1 The IET shall:

4.1.1 deliver the WISE Benefits in accordance with Good Industry Practice and Applicable Law, and in a timely manner;

4.1.2 deliver any Add-on Products in accordance with Good Industry Practice and Applicable Law, and in accordance with the Delivery Dates (but time for performance shall not be of the essence);

4.1.3 provide such necessary information in respect of the WISE Membership Scheme as the WISE Member may reasonably request; and

4.1.4 not do or omit to do anything which may cause the WISE Member to be in breach of any Applicable Law.

4.2 The IET shall have the right to change the WISE Benefits from time to time by providing 1 month’s written notice to the WISE Member.

5 WISE Member’s responsibilities

5.1 The WISE Member shall:

5.1.1 cooperate with the IET in all matters relating to the WISE Membership Scheme and any Add-on Products;

5.1.2 provide the IET with such information and materials as is reasonably required in order to supply the WISE Benefits and any Add-on Products, and the WISE Member shall ensure that such information is complete and accurate in all material respects;

5.1.3 provide the IET (and its employees, agents, consultants and subcontractors) with access to the WISE Member’s premises, facilities and equipment as is reasonably required in order to provide any of the WISE Benefits and any Add-on Products;

5.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the delivery of the WISE Benefits and any Add-on Products;

5.1.5 not do or omit to do anything which may cause the IET to be in breach of any Applicable Law; and

5.1.6 notify the IET in writing as soon as reasonably practicable upon the occurrence of a change in control of the WISE Member.

5.2 If the WISE Member’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the WISE Member or failure by the WISE Member to perform any relevant obligation (“Default”):

5.2.1 without limiting or affecting any other right or remedy available to it, the IET shall have the right to suspend performance of the WISE Benefits and/or any Add-on Products until the WISE Member remedies the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays the IET’s performance of any of its obligations;

5.2.2 the IET shall not be liable for any costs or losses sustained or incurred by the WISE Member arising directly or indirectly from the WISE Member’s failure or delay to perform any of its obligations as set out in this clause 2 (WISE Member’s responsibilities); and

5.2.3 the WISE Member shall reimburse the IET on written demand for any costs or losses sustained or incurred by the IET arising directly or indirectly from the Default.

6 Fees and payment

6.1 The WISE Member shall pay to the IET the Fees and Expenses in accordance with this clause 6 (Fees and payment).

6.2 The Fees are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the WISE Member following delivery of a valid VAT invoice.

6.3 The IET shall submit its invoices in Pounds Sterling (GBP) for the Fees plus a valid VAT invoice (if applicable) to the WISE Member on the Commencement Date.

6.4 The IET shall invoices in Pounds Sterling (GBP) for the Expenses to the WISE Member within 5 Working Days of such Expenses being incurred.

6.5 Subject to clause 6 (Fees and payment), each undisputed invoice submitted by the IET to the WISE Member in accordance with clause 6.3 (Fees and payment) is due and payable by the WISE Member:

6.5.1 in full and cleared funds;

6.5.2 in Pounds Sterling (GBP); and

6.5.3 immediately upon receipt by the WISE Member of the relevant invoice,

and the IET shall not be under any obligation to provide any WISE Benefits or any Add-on Products until such time as the WISE Member has made the relevant payment(s) in accordance with this clause 6.4 (Fees and payment). 

6.6 If the WISE Member receives an invoice which it reasonably believes includes a sum which is not valid and properly due:

6.6.1 the WISE Member shall notify the IET in as soon as reasonably practicable;

6.6.2 the WISE Member’s failure to pay the disputed Fees shall not be deemed to be a breach of this Agreement, provided the WISE Member has given the notice required at clause 6.1 (Fees and payment);

6.6.3 the WISE Member shall pay the balance of the invoice which is not in dispute by the relevant due date;

6.6.4 to the extent that the WISE Member is obliged, following resolution of the dispute, to pay an amount to the IET on an agreed revised due date, then the IET may charge interest in accordance with clause 8 (Fees and payment) from the agreed revised due date until the date of payment; and

6.6.5 once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within 30 Working Days and, where the IET is required to issue a credit note, it shall do so within 30 Working Days.

6.7 All amounts due under this Agreement 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).

6.8 Without prejudice to any other right or remedy that it may have, if the WISE Member fails to pay to the IET any undisputed sum due under this Agreement by the due date, the IET may charge interest on the overdue sum accruing daily from the date on which payment was due to the date on which payment is made (whether before or after judgment) at the rate of 4% per annum above the Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is below 0%.

7 Intellectual property

7.1 In relation to the IET Logo and IET Materials:

7.1.1 the IET and its licensors shall retain ownership of all Intellectual Property Rights in the IET Logo and IET Materials; and

7.1.2 for the duration of the Term, the IET grants to the WISE Member a fully paid-up, non-exclusive, royalty-free, non-transferable licence to:

1. use the IET Logo for the sole purpose of identifying itself as a member of the WISE Membership Scheme, providing such usage is in line with any instructions issued by the IET; and
2. use the IET Materials for the sole purpose exercising its rights as member of the WISE Membership Scheme, providing such usage is in line with any instructions issued by the IET,

and the IET warrants that the WISE Member’s use of the IET Logo and IET Materials in accordance with the licence granted under clause 7.1.2 (Intellectual property) shall not infringe the rights, including any Intellectual Property Rights, of any third party.

7.2 In relation to the WISE Member Logo and WISE Member Materials:

7.2.1 the WISE Member and its licensors shall retain ownership of all Intellectual Property Rights in the WISE Member Logo and WISE Member Materials; and

7.2.2 for the duration of the Term, the WISE Member grants to the IET a fully paid-up, non-exclusive, royalty-free, non-transferable licence to:

1. display the WISE Member Logo on the WISE Website and in marketing collateral related to the WISE Membership Scheme;
2. copy, modify and use the WISE Member Materials for the sole purpose of the IET complying with its obligations and exercising its rights under this Agreement,

and the WISE Member warrants that the IET’s use of the WISE Member Logo and WISE Member Materials in accordance with the licence granted under clause 7.2.2 (Intellectual property) shall not infringe the rights, including any Intellectual Property Rights, of any third party. 

7.3 Save as expressly set out in this Agreement, the WISE Member shall not use any IET Branding without the prior written consent of the IET. Where any such consent is given, the IET will grant to the WISE Member a limited, non-exclusive, non-transferrable, royalty-free licence during the Term to use the IET Branding only to the extent necessary for the specific purpose for which the consent was given by the IET and provided always that the WISE Member shall comply with any guidelines in connection with the use of the IET Branding as notified by the IET to the WISE Member from time to time.

8 Confidentiality

8.1 Each party undertakes that it shall not disclose to any person any Confidential Information of the other party or of any member of the Group to which the other party belongs, except as permitted by clause 2 (Confidentiality).

8.2 Each party may, only to such extent as is necessary, disclose the other party's Confidential Information:

8.2.1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 8 (Confidentiality); and

8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

8.4 The provisions of this clause 8 (Confidentiality) shall survive for a period of two years from termination or expiry of this Agreement.

9 Publicity

9.1 Save as set out in this Agreement, neither party shall use the name of the other party or any trade name or trade mark used by the other party or refer to the other party in any other way in any press release, promotional literature, publications or advertising material, including any website, “blogs”, social media or other online services, without the prior written consent of the other party.

10 Data Protection

10.1 The parties will comply with all applicable Data Protection Legislation in the performance of their obligations under this Agreement.

10.2 Without limiting the generality of clause 1 (Data Protection), the parties will comply with the provisions of Schedule 1 (Data Protection).

11 Warranties

11.1 Each party warrants:

11.1.1 it has full capacity and authority to enter into and to perform this Agreement;

11.1.2 this Agreement is executed by a duly authorised representative of that party;

11.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Agreement; and

11.1.4 once duly executed, this Agreement will constitute its legal, valid and binding obligations.

12 Insurance

12.1 During the Term of the Agreement the IET shall maintain in force, with a reputable insurance company, such policies of insurance (including professional indemnity insurance and public liability insurance) to cover the liabilities that may arise under or in connection with the Agreement, and shall produce to the WISE Member on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

13 Limitation of liability

13.1 References to ‘liability’ or ‘liable’ in this clause 13 (Limitation of liability) include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2 Prohibited limitations or exclusions. Nothing in this Agreement shall limit or exclude a party’s liability for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors, or for fraud or fraudulent misrepresentation or in any other circumstances where liability may not be limited under any Applicable Law.

13.3 Heads of loss. Subject to clause 2 (Prohibited limitations and exclusions), neither party shall be liable to the other for any indirect loss or damage, costs or expenses whatsoever or howsoever arising out of or in connection with this Agreement.

13.4 IET’s enhanced liability cap. Subject to clause 2 (Prohibited limitations or exclusions) and clause 13.3 (Heads of loss), the IET’s total aggregate liability to the WISE Member under the indemnity at paragraph 2.4.5 of Schedule 1 (Data Protection) shall be capped at £50,000 .

13.5 IET’s general liability cap. Subject to clause 2 (Prohibited limitations or exclusions), clause 13.3 (Heads of loss) and clause 13.4 (IET’s enhanced liability cap), the IET’s total aggregate liability to the WISE Member under or in connection with this Agreement shall not exceed the Fees.

13.6 WISE Member’s enhanced liability cap. Subject to clause 2 (Prohibited limitations or exclusions) and clause 13.3 (Heads of loss), the WISE Member’s total aggregate liability to the IET under the indemnity at paragraph 2.4.5 of Schedule 1 (Data Protection) shall be capped at £50,000 .

13.7 WISE Member’s general liability cap. Subject to clause 2 (Prohibited limitations or exclusions), clause 13.3 (Heads of loss) and clause 13.6 (WISE Member’s enhanced liability cap), the WISE Member’s total aggregate liability to the IET under or in connection with this Agreement shall not exceed the Fees.

14 Termination

14.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:

14.1.1 the other party commits a material breach of any term of the Agreement and that breach is not capable of remedy or, if remediable, the party having committed the breach fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

14.1.2 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or

14.1.3 an order is made or a resolution is passed for the winding-up of the other party or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action (in any jurisdiction) in consequence of debt; or

14.1.4 the other party ceases, or threatens to cease, to carry on business.

14.2 Without affecting any other right or remedy available to it, the IET may terminate the Agreement with immediate effect by giving written notice to WISE Member if the WISE Member fails to pay any undisputed sum due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

15 Consequence of termination

15.1 On termination (for any reason) or expiry of this Agreement:

15.1.1 the IET will cease to provide the WISE Benefits to the WISE Member and will remove the WISE Member Logo from the WISE Website and marketing collateral;

15.1.2 the WISE Member will cease to hold itself out as being a member of the WISE Membership Scheme and cease all use of the IET Logo and IET Materials.

15.1.3 the WISE Member shall, without undue delay, pay to the IET all of the IET’s outstanding undisputed invoices and interest;

15.1.4 each party shall, within a reasonable time, return to the other party or (at the other party’s option as notified in writing) destroy, all of that other party’s property (including any equipment, materials, information (whether Confidential Information or otherwise)) and data (including Personal Data) in its possession or control (unless otherwise agreed between the parties or to the extent that retention is required by Applicable Law).

15.1.5 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect; and

15.1.6 the accrued rights and liabilities of the parties as at termination shall not be affected.

16 Force majeure

16.1 Subject to clauses 2 (Force majeure) and 16.3 (Force majeure), neither party shall be in breach of this Agreement if it is prevented from or delayed in carrying on its business and/or material obligations hereunder by a Force Majeure Event.

16.2 A party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

16.2.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and

16.2.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

16.2.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

16.3 Nothing in this clause 16 (Force majeure) shall excuse a party for non-performance (or other breach):

16.3.1 of any payment obligations under this Agreement, except where the Force Majeure Event is of such a nature that it would reasonably be expected to result in non-performance (or other breach) of such payment obligations; or

16.3.2 where non-performance (or other breach) results from the acts or omissions of any of that party’s consultants and/or sub-contractors, except where such acts or omissions are caused by a Force Majeure Event.

17 Compliance with applicable laws

17.1 The parties shall:

17.1.1 comply with all applicable laws and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant Requirements”) and shall not do or omit to do or permit anything to be done which is an offence or which may be deemed to be an offence under the Relevant Requirements;

17.1.2 not engage in any activity, practice or conduct which would constitute either: (i) a UK tax evasion facilitation offence under section 45 of the Criminal Finances Act 2017; or (ii) a foreign tax evasion facilitation offence under section 46 of the Criminal Finances Act 2017;

17.1.3 comply with all applicable anti-slavery and human trafficking laws and codes from time to time in force including but not limited to the Modern Slavery Act 2015 and shall ensure that it does not discriminate within the meaning of applicable laws relating to diversity, equality, non-discrimination and human rights; and

17.1.4 perform its obligations under this Agreement in an environmentally conscious manner and reduce, to the fullest extent possible, the emissions of GHGs that arise as a consequence of the performance of this Agreement.

18 Assignment and other dealings

18.1 Subject to clause 2 (Assignment and other dealings), neither party shall, without the prior written consent of the other party, assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

18.2 The IET may, upon written notice to the WISE Member, assign or otherwise transfer any or all of its rights or sub-contract any or all of its obligations under this Agreement to any member of its Group.

19 Entire agreement

19.1 The Agreement 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.

19.2 Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, condition, representation, assurance or warranty (in all cases, of any kind and whether made innocently or negligently) that is not expressly set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

19.3 The parties agree that any other terms not expressly set out within this Agreement, whether statutory or implied, are to the fullest extent permitted by law, excluded from this Agreement (including those terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982).

20 Variation

20.1 The IET has the right to change and/or modify these Conditions (or any part of the same) from time to time and shall notify the WISE Member of such changes and/or modifications. The WISE Member may terminate this Agreement within 30 days of such notice. If the WISE Member does not so terminate, the WISE Member shall be deemed to accept such changes and/or modifications.

20.2 Subject to clause 1 (Variation), no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21 Waiver

21.1 A waiver of any right or remedy under the Agreement or by Applicable Law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

21.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by Applicable 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 Agreement or by Applicable Law shall prevent or restrict the further exercise of that or any other right or remedy.

22 Severance

22.1 If any provision or part-provision of the Agreement 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 22 (Severance) shall not affect the validity and enforceability of the rest of the Agreement.

23 Notices

23.1 Notice given under this Agreement shall be in writing, sent for the attention of, and addressed to, the relevant representative set out in the Order Form (or such other address or person as the relevant party may notify to the other party) and shall be delivered:

23.1.1 personally, in which case the notice will be deemed to have been received at the time of delivery;

23.1.2 by pre-paid, first-class post if the notice is being sent to an address within the country of posting, in which case the notice will be deemed to have been received at 09:00 in the country of receipt on the second (2nd) normal working day in the country specified in the recipient’s address for notices after the date of posting;

23.1.3 by international standard post if being sent to an address outside the country of posting, in which case the notice will be deemed to have been received at 09:00 in the country of receipt on the seventh (7th) normal working day in the country specified in the recipient’s address for notices after the date of posting; or

23.1.4 by email to the relevant email address specified in the Order Form (or such other email address as the relevant party may notify to the other party), in which case, the notice will be deemed to have been received at the time of transmission, or if this time falls outside of normal working hours, when normal working hours resume, in each case provided that no out of office auto-reply or error message is received by the sender in response within one hour after transmission of the notice. If an out of office auto-reply or error message is received by the sender in response within one hour after transmission of the notice, then no valid notice has been delivered and the notice must be sent by one of the alternative methods listed above.

23.2 For the purposes of clause 1.4 (Notice), “normal working hours” means the hours between 09:00 to 17:00 in the United Kingdom (or such other country as has been specified by the receiving party) on a Working Day (or any day other than a Saturday, Sunday or public holiday in the country specified by the receiving party, if other than the United Kingdom).

23.3 To prove service of notice under clauses 1.1 (Notice) to 23.1.3 (Notice) above, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.

24 No partnership or agency

24.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25 Third party rights

25.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights for a third party to enforce any term of the Agreement.

26 Governing law

26.1 This Agreement and any dispute arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales.

27 Dispute resolution

27.1 If any dispute arises in connection with this Agreement, the parties agree to attempt to resolve the dispute between the parties in the first instance. If the dispute remains unresolved 30 days after one party notified the other of such dispute, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.

28 Jurisdiction

28.1 Subject to clause 27 (Dispute resolution), each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement or its subject matter or formation.

29 Language

29.1 This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail.

Schedule 1

Data Protection

1 Definitions

1.1 For the purposes of this Schedule 1 (Data Protection), the following definitions apply:

“Appendix 1” means the appendix to this Schedule 1 (Data Protection);

“Controller” has the same meaning as defined in GDPR;

“Data Discloser” means the discloser of Shared Personal Data;

“Data Receiver” means the receiver of Shared Personal Data;

“Data Subject” has the same meaning as defined in GDPR;

“DPA” means the UK Data Protection Act 2018;

“GDPR” means either the UK GDPR and/or EU GDPR as applicable to the Processing undertaken in relation to this Agreement;

“Personal Data” means any and all “personal data” (as defined in GDPR) that is Processed under this Agreement;

“Processor” has the same meaning as defined in GDPR, and “Process”, “Processing” and “Processed” shall be construed accordingly;

“Shared Personal Data” means the type of Personal Data identified in Appendix 1 which will be shared between the parties (where applicable);

“SPoC” means a single point of contact;

“Subject Rights Request” means the exercise by a Data Subject of their rights under the Data Protection Legislation;

2 Provisions applicable where both parties are independent Controllers

2.1 The parties acknowledge and agree that for the purpose of the Data Protection Legislation, the IET and the WISE Member are each independent Controllers of any Shared Personal Data that is Processed in connection with this Agreement.

2.2 Without prejudice to the generality of clause 10.1 (Data Protection) of the Agreement, each party shall comply with all the obligations imposed on it as a Controller under the Data Protection Legislation. Each party shall provide such reasonable assistance and co-operation as the other party may request to enable the other party to carry out and/or review any data protection impact assessments or prior consultation requests which may be required pursuant to the GDPR in relation to any Processing of Personal Data in connection with this Agreement and the data sharing to which this paragraph 2

2.3 Unless a separate data sharing agreement is entered into between the parties which covers the sharing of Personal Data made between the parties for the purpose of this Agreement (the terms of such data sharing agreement shall prevail over this paragraph 2), the provisions of paragraph 4 shall apply.

2.4 Each party shall:

2.4.1 take appropriate technical and organisational measures against unauthorised or unlawful Processing of that Shared Personal Data and against accidental loss or destruction of, or damage to, that Shared Personal Data; and

2.4.2 where that party is the Data Discloser:

1. 1. only share the Shared Personal Data to the extent that it is necessary and proportionate to do so for the purposes of this Agreement; and
   2. collect all relevant consents (where necessary), provide all necessary notices and carry out all other tasks as are required under the Data Protection Legislation when sharing the Shared Personal Data with the Data Receiver;

2.4.3 where that party is a Data Receiver:

1. 1. only use the Shared Personal Data provided by the Data Discloser for the purposes of performing its obligations under this Agreement;
   2. provide such assistance as is reasonably required by the Data Discloser to enable the Data Discloser to comply with any Subject Rights Requests received in relation to the Shared Personal Data within the time limits imposed by the Data Protection Legislation;
   3. and receives a Subject Rights Request in respect of any Shared Personal Data provided by the Data Discloser, immediately inform the Data Discloser of such request and forward a copy of the same to the Data Discloser;

2.4.4 appoint a SPoC who will work together with the SPoC of the other party to reach an agreement with regards to any issues arising from the data sharing and to improve actively the effectiveness of the data sharing.

2.4.5 indemnify the other party against all losses, damage, costs, expenses and liabilities arising directly as a result of a breach by the indemnifying party of its obligations under this paragraph 2.

Appendix to Schedule 1 (Data Protection): Particulars of data processing

Role of the parties	The parties are Independent Controllers
Duration of Processing	For the duration of this Agreement
Shared Personal Data:  Nature/purpose and scope of Processing	Processing by the IET: Collection, recording and storage of WISE Member Personal Data for: ·         the provision of the WISE Membership Scheme and the WISE Benefits; ·         provision of Add-on Products (where purchased); and ·         account management. Processing by the WISE Member: Processing of WISE Member Personal Data conducted in accordance with daily activities. Processing of the IET Personal Data conducted for account management purposes.
Shared Personal Data: Type of Personal Data	Names, email addresses, telephone numbers, job titles, financial information for the purposes of account management (as applicable)
Shared Personal Data: Categories of Data Subjects	Categories of Data Subjects of the IET: ·         WISE Member staff contacts ·         WISE Member employees (where applicable) Categories of Data Subjects of the WISE Member: ·         IET staff members