iNetwork Membership Agreement

1 April 2020 – 31 March 2021
Hosted by Tameside MBC

 

  1. Parties
    1. Tameside Metropolitan Borough Council (TMBC) of Tameside One, Market Place, Ashton-under-Lyne, Tameside, OL6 6BH. TMBC is the host authority for iNetwork and all rights and obligations under this agreement are exercised by iNetwork via the host authority.
    2. You, any organisation, who purchases iNetwork membership
  2. Basis of Agreement
    1. The purpose of this Membership Agreement is to set out the rights and obligations of both parties during the course of your iNetwork membership.
    2. iNetwork will provide a quotation (the Quotation) setting out the services it will make available to you as described in paragraph 3.4 of this Membership Agreement (the Services). If applicable, you will then raise a Purchase Order.  In any event, TMBC will raise an invoice (the Invoice) to you in the amount of the annual membership fee (the Membership Fee).
    3. By raising a Purchase Order or (where a Purchase Order is not applicable to you) by agreeing for TMBC to raise an Invoice to you, you are agreeing to accept and abide by the terms of this Membership Agreement. You should read this Membership Agreement carefully and keep a copy for your own reference and records. Please note iNetwork may change the terms and conditions of the Membership Agreement from time to time.
    4. The Membership Agreement shall come into existence on the date the Purchase Order is received by iNetwork or on the date you agree TMBC can raise the Invoice, as applicable.
    5. The Membership Agreement shall take effect from 1 April 2020 and will continue for a 12 month period until 31 March 2021.
    6. You should note that if you decide to withdraw your membership, the Membership Fee, nor any part of it, will be refunded
    7. In the event that iNetwork ceases operating, TMBC can end the Membership Agreement with you.
  3. Services
    1. iNetwork is a public sector partnership. iNetwork’s function is to enable local public services and third sector organisations, individually and collectively, to deliver more innovative, high quality and cost effective services to their customers, patients and communities.
    2. iNetwork is proactive in identifying and providing learning and development opportunities to meet the needs of both the current and future workforce. Furthermore, it encourages and facilitates the sharing of best practice and learning through regular networking and knowledge sharing events and accreditation. iNetwork promotes improvement and efficiency via a range of effective opportunities.
    3. iNetwork has three main programme areas:
      • Transforming & Innovating Public Services
      Go ON Digital Inclusion
      • 
      Connected Procurement & Commissioning
      • 
      Effective Information Sharing & Security
      NorthWest Warning, Advice and Reporting Point (NW WARP) (available only to members in the North West
    4. In return for an annual Membership Fee, iNetwork will make various Services available to you including:
    5. iNetwork will use reasonable endeavours to make the Services available to you. However, the Services and how they are provided may be subject to change and iNetwork may make such changes (including withdrawal of a Service) for any reason, including but not limited to, changes in demand, venues and speakers, in order to meet health and safety requirements or compliance with other laws and where circumstances arise which are beyond its control. iNetwork aims to notify Members of changes to Services as soon as possible and where appropriate, will update its website accordingly. Changes to the Services will not alter the Membership Fee for the financial year in which any changes are made.
  4. Governance
    1. The performance and discharge of obligations of iNetwork shall be monitored and governed by the iNetwork Executive board in conjunction with TMBC.
  5. Obligations from Members
    1. It is your responsibility to actively engage with iNetwork through actions including, but not limited to
      1. Identification of designated leads for each National Leadership Group who will engage with iNetwork on behalf of the appropriate staff working within your organisation
      2. Sharing best practice with other members
      3. Responding to requests for data, attending meetings and clarifying organisational involvement in selected initiatives
    2. You must obtain any permissions, consents, licences or otherwise that iNetwork requires and provide iNetwork with access to any and all relevant information, materials, properties and any other associated matters which are necessary in order to make the Services available to you.
  6. Membership Fee
    1. In consideration of the Services made available by iNetwork, you are required to pay a Membership Fee. The Membership Fee covers the on-going running costs and expenses of iNetwork.
    2. The Membership Fee will be set out in the Quotation and relate to the financial year starting 1st April 2020 and ending on 31st March 2021.
    3. The Membership Fee is non-refundable.
    4. The Membership Fee will be reviewed annually and will be ratified by the iNetwork Executive Board.
    5. You are required to pay the Membership Fee within 30 working days of receipt of the Invoice.
    6. Where late payment is made, iNetwork reserves the right to charge interest at the rate of 8% per annum above the base lending rate of the Bank of England in force at the time the Invoice becomes overdue until payment is received in full.
    7. Where you require additional services which are outside the scope of the Services covered by the Membership Fee, you will be required to pay for those additional services. Such services will be charged in accordance with the applicable rate in effect at the time of performance and will be agreed between us in advance.
    8. The Membership Fee quoted will be plus VAT. Where any taxable supply for VAT purposes is made under the Membership Agreement to you, you must, on receipt of a valid VAT invoice from TMBC, pay to TMBC such additional amounts in respect of the VAT (charged at the prevailing VAT rate) due on those supplies.
    9. If you do not pay the Membership Fee or other amounts due or otherwise comply with this Membership Agreement, iNetwork has the right to suspend and/or terminate this Membership Agreement and/or the Services made available to you. iNetwork can exercise this right immediately. iNetwork will notify you where it is exercising its rights under this clause and any subsequent action to be taken.  Please note that the Membership Fee, nor any part of it, will be refunded.
  7. Intellectual Property Rights
    1. iNetwork owns and/or controls all existing and future Intellectual Property Rights attaching to the Services and any materials provided to you for the purposes of receiving the Services, your membership or otherwise under this Agreement. This includes without limitation all patents, copyright and related rights, moral rights, trade marks, business names and domain names, goodwill, design rights and know-how, whether registered or unregistered.
    2. Save for as provided for in clause 7.3, iNetwork grants you a personal and non-transferable licence to use such materials as required until the expiry of the Membership Agreement for the sole purpose of enabling you to receive any Services. For the avoidance of doubt, iNetwork’s materials are provided to you for your use only and you are not authorised to distribute them further.
    3. You cannot reproduce or use iNetwork’s or TMBC’s logo without first obtaining written permission.
  8. Liability, Indemnity and Insurance
    1. TMBC’s liability under this Membership Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited as set out in this section.
    2. The total amount of liability under this Membership Agreement is limited to the total amount of Membership Fees payable by you.
    3. TMBC is not liable (whether caused by its employees, agents or otherwise) in connection with the Services or the performance of any of its obligations under this Membership Agreement or the Quotation for:
      1. any indirect, special or consequential losses; or
      2. any loss of profits, loss of anticipated profits, loss of business, loss of reputation or goodwill, business interruption or other third party claims; or
      3. any losses arising from delay or failure to perform any of its obligations if such delay or failure is due to any cause beyond its reasonable control; or
      4. any losses caused directly or indirectly by your (or your employees or agents) breach of this Membership Agreement or negligence; or
      5. any losses arising directly or indirectly from your choice of Services and how they meet your requirements or your use of the Services or any goods supplied in connection with the Services.
    4. Nothing in this Membership Agreement shall limit or exclude TMBC’s liability for death or personal injury caused by TMBC’s negligence, fraud or fraudulent misrepresentation, or for any other matters for which it would be unlawful to limit or exclude liability.
    5. You must indemnify TMBC against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit and loss of reputation) suffered or incurred by TMBC arising out of or in connection with or your (or your employees or agents) breach of this Membership Agreement or negligence.
    6. Each Party shall have in place and maintain appropriate insurance policies, including but not limited to, public liability insurance and employer’s liability insurance, covering all risks, including death or personal injury and loss of or damage to property.
  9. Confidentiality
    1. Subject to clause 11 (Freedom of Information), each party shall during the term of this Membership Agreement and thereafter, keep confidential all Confidential Information (however recorded or preserved) disclosed by one party or its representatives to the other party and that party’s representatives, whether before or after the date of this Membership Agreement, in connection with any Services, the membership or Membership Agreement,  save to the extent it is necessary to perform its obligations in accordance with the terms of this Membership Agreement or save as expressly authorised in writing by the other party or by law. This obligation of confidentiality is also owed by you to other Members.
    2. Confidential Information includes any information that would be regarded as confidential by a reasonable person relating to the business, affairs, customers, clients or suppliers of the disclosing party and the operations, processes, product information, know-how, designs, trade secrets of the disclosing party and any information developed by the parties in the course of carrying out this Membership Agreement.
    3. The obligation of confidentiality shall not apply to any Confidential Information that:
      1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause);
      2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
      3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
      4. the parties agree in writing is not confidential or may be disclosed;
      5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
  10. Data Protection
    1. This clause sets out the framework for the sharing of Personal Data (Shared Personal Data) between the parties as Controllers. Each party acknowledges that one party will disclose to the other party Shared Personal Data for the purposes of supplying or accessing and/or receiving the Services/ membership (the Agreed Purpose) for the duration of the membership.
    2. Each party shall comply with all the obligations imposed on a Controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Membership Agreement with immediate effect.
    3. Each party shall:
      1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the other party for the Agreed Purpose;
      2. give full information to any Data Subject whose Personal Data may be processed under this Membership Agreement of the nature of such processing;
      3. process the Shared Personal Data only for the Agreed Purpose;
      4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      5. ensure that all Permitted Recipients of the Shared Personal Data are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those under this Membership Agreement;
      6. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Shared Personal Data and against accidental loss or destruction of, or damage to, Shared Personal Data; and
      7. not transfer any Shared Personal Data received from the data discloser outside the EEA unless the transferor: (i) complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint controller); and (ii) ensures that (a) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (b) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (c) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
    4. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
      1. assist the other party in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, Personal Data Breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
      2. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
      3. at the written direction of the data discloser, delete or return Shared Personal Data and copies thereof to the data discloser on termination of this Agreement unless required by law to store the Shared Personal Data;
      4. use compatible technology for the processing of the Shared Personal Data to ensure that there is no lack of accuracy resulting from Shared Personal Data transfers; and
      5. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the other party or the other party’s designated auditor.
    5. For the purposes of this clause:
      1. Data Protection Legislation means (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR), the Law Enforcement Directive (Directive (EU) 2016/680) and any applicable national implementing laws as amended from time to time (ii) the Data Protection Act 2018 (DPA) to the extent that it relates to processing of personal data and privacy; (iii) all applicable law about the processing of personal data and privacy and Personal Data;
      2. Controller, Processor, Personal Data, Personal Data Breach and Data Subject shall have the same meaning as in the GDPR.
      3. Permitted Recipients means the parties to this Membership Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Membership Agreement;
    6. Further information about iNetwork’s approach to data protection is specified in its Privacy Notice, which can be found at: https://i-network.org.uk/inetwork-privacy-notice/ and which sits under TMBC’s overarching Privacy Policy which can be found at: www.tameside.gov.uk/dataprotection/PrivacyNotice
    7. For any enquiries or complaints regarding data privacy, you can contact iNetwork at: info@i-network.org.uk
  11. Freedom of Information
    1. You acknowledge that TMBC is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and you shall assist and co-operate with TMBC to enable it to comply with these information disclosure requirements.
    2. You shall:
      1. transfer any requests for information as soon as practicable after receipt and in any event within 2 working days of receipt;
      2. provide TMBC with a copy of all information in your possession or control in the form that TMBC requires within 5 working days (or such other period as TMBC may reasonably specify) of TMBC’s request for such information;
      3. provide all necessary assistance as reasonably requested by TMBC to enable it to respond to a request for information within the time for compliance set out in section 10 of FOIA or regulation 5 of EIR; and
      4. not respond directly to a request for information unless authorised in writing to do so by TMBC.
    3. You acknowledge that TMBC may be required under the FOIA and/or the EIR to disclose information concerning you or the Membership Agreement (including commercially sensitive information) (i) without consulting you or (ii) following consultation with you and having taken your views into account. Where (ii) applies, in accordance with any Code of Practice issued under the FOIA, TMBC shall take reasonable steps, where appropriate, to give you advanced notice, or failing that, to draw the disclosure to your attention after any such disclosure.
    4. Notwithstanding any other provision in the Membership Agreement, TMBC shall be responsible for determining at its absolute discretion whether any information is exempt from disclosure in accordance with the FOIA and/or the EIR or is to be disclosed in response to a request for information.
    5. Where you are also a public authority subject to FOIA and the EIR and receive a request for information, TMBC will co-operate and work together with you to enable you to comply with your legal obligations.
  12. General
    1. In the event of any disputes or differences which may arise between iNetwork and you, then the parties shall use all reasonable endeavours to resolve the dispute. In the event that the parties are unable to resolve the matter, the dispute shall be referred in the first instance to the Chair of the iNetwork Executive Board who will recommend appropriate recourse.
    2. All notices under this Membership Agreement must be in writing and sent by e-mail. You must send all notices to info@i-network.org.uk. iNetwork will send notices to the relevant email address provided by you when registering your membership.  Notices shall be deemed to have been duly given when sent, unless an error message is received.  Please note that this does not apply to legal proceedings where notices must be sent in accordance with the proper address for service.  In this event, iNetwork requests that you also send notification and a copy of the proceedings to the email address above.
    3. No failure or delay by a party to exercise any right or remedy provided under this Membership Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    4. If any provision or part-provision of this Membership Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Membership Agreement.
    5. Nothing in this Membership Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute one party the agent of the other party, or authorise either of the parties to make or enter into any commitments for or on behalf of the other party.
    6. The Member shall not assign, novate, transfer, sub-contract or otherwise transfer any of its rights and/or obligations under this Membership Agreement without the prior written consent of iNetwork.
    7. This Membership Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Membership Agreement.
    8. Any words following 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 words.
    9. This Membership Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Membership Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
  13. Contact Us
    1. If you have any questions in relation to these terms and conditions, please contact us at: info@i-network.org.uk
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