In these Terms & Conditions, the following expressions bear the following meanings:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Client/you: the person, firm or company identified as the Client in the Contract Schedule;
Contract Schedule: the document described as such and attached to these Membership Terms & Conditions;
Force Majeure Event: an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order rule, regulation or direction, compliance with public health advice or guidance, accident, breakdown of plant or machinery, fire, flood, storm, disease, pandemic or epidemic;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Membership: your membership of the Firm under the Contract;
Membership Benefits: the membership benefits described in the Membership Benefits Description for the relevant category of Membership;
Membership Benefits Description: the description of benefits attributable to the relevant category of membership, as set out on our website (as amended from time to time);
Membership Start Date: has the meaning given in the Contract Schedule;
Membership Year: a year of membership of the Firm;
Online Platform: the Firm’s online portal providing access to our resources, online community and events booking system;
Online Resources: the Firm’s online resource of tools and templates made available to its members via the Online Platform;
Permitted Purpose: use by a member of the Firm for its own internal use;
Platform Content: content or materials in the membership area of our Online Platform (including, without limitation, Online Resources).
Talent Acquisition/Management Business: the business of in-house recruitment, in-house talent acquisition or in-house talent management;
Talent Acquisition/Management Team: employees employed and workers engaged within the relevant organisation who are involved to a material extent with Talent Acquisition/Management Business.
2.1. We are The Forum for In-House Recruitment Managers (The Firm) Limited, a company registered in England with company number 06876029 and with our registered office at The Spark, Drayman’s Way, Newcastle Helix, Newcastle upon Tyne, NE4 5DE (The Firm/we/us). Our main contact email address is firstname.lastname@example.org.
3.1. The contract between The Firm and you (the Contract) consists of:
3.1.1. The Contract Schedule signed by, or on behalf of The Firm and you;
3.1.2. These Membership Terms & Conditions; and
3.1.3. The Membership Benefits Description.
In the event of conflict between the terms of any of the foregoing documents, a document higher in the above list shall prevail over a document lower in the above list.
3.2. Except as otherwise expressly agreed in writing, the Contract applies in respect of your Membership and in respect of all other goods or services which The Firm may provide, or agree to provide, to you to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4.1. Membership of The Firm is only available to persons (being business entities or individuals) genuinely engaged to a material extent in the Talent Acquisition/Management Business. In particular (but without limitation) membership is not available to suppliers to the Talent Acquisition/Management Business industry, or the officers, employees or agents of such suppliers.
4.2. Unless otherwise expressly agreed in writing by us, individual membership of The Firm is only available to individuals who are at least 18 years old.
4.3. You warrant that in relation to your Membership and in otherwise purchasing any goods or services from The Firm you are acting in the course of your trade, business, craft or profession.
5.1. We operate four categories of membership as follows:
5.1.1. For business entities:
18.104.22.168. “Team Membership” for business entities with an aggregate of 25 or fewer employees and workers in their Talent Acquisition/Management Team as at the date of initial application or renewal (as the case may be);
22.214.171.124. “Corporate Membership” for business entities with an aggregate of 26-49 employees and workers in their Talent Acquisition/Management Team as at the date of initial application or renewal (as the case may be);
126.96.36.199. “Enterprise Membership” for business entities with an aggregate of 50 or more employees and workers in their Talent Acquisition/Management Team as at the date of initial application or renewal (as the case may be);
5.1.2. For individuals, “Individual Membership”.
5.2. You will ensure that you have applied for the correct category of Membership both on initial application and at each renewal, based on the following rules:
5.2.1. Individual Membership is only available to those genuinely contracting with us in their personal capacity;
5.2.2. Unless otherwise expressly permitted by the Firm in writing, business entities must apply for the correct category of Membership according to the number or employees and workers in their Talent Acquisition/Management Team as at the date of initial application and at each renewal as per condition 5.1.1.
5.3. You understand and accept that, if you have applied for the incorrect category of Membership based on the rules and requirements of this condition 5 (or as otherwise stipulated in the Contract) the Firm is entitled immediately to invoice for any additional fee which would have been payable had you applied for the correct category. Our right in this respect shall survive any termination or expiry of the Contract.
6.1. We shall supply you with:
6.1.1. The relevant Membership Benefits in accordance in all material respects with the relevant Membership Benefits Description; and
6.1.2. The relevant Membership Benefits and any other goods or services you may contract from us from time to time using reasonable care and skill.
6.2. We may make changes to the Membership Benefits and/or their method of delivery which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Membership Benefits, and shall notify you in any such event.
6.3. We shall send you your membership welcome pack (which includes logins for our Online Platform) within five Business Days of the date on which we receive full payment, or an appropriate purchase order for full payment, of our invoice in respect of your Membership.
7.1. You undertake to comply (and ensure that your team members comply) in all respects with the Contract and with the terms of our Policies.
7.2. You indemnify The Firm and shall keep us indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by The Firm arising out of or in connection with any breach of the Contract by you or by your officers, employees or agents. This condition 7.2 shall survive any termination or expiry of the Contract.
8.1. Our mission at The Firm is to support, connect, develop and inspire our members. One of the ways we do this is by providing our Online Platform for members to communicate with each other, through member-to-member connections and messaging, discussion groups and a live activity feed. Your/your team members’ profiles on our Online Platform will be set to default to “visible” meaning that the profiles will be added to our member directory and can be viewed by other members who will be able to send connection requests which can be accepted or declined as desired. If you or any of your team members wish to disable this feature, this can be done via the Profile Visibility Settings page.
8.2. The community channels within our Online Platform are a place where Members can be part of the conversation. You/your team members can ask other members and the wider TA community questions, get help, sole issues, swap ideas and tips and engage with your peers. We want you to become experts; community channels give you the opportunity to gain insights and information, build your network and share your knowledge. Please add your photo, let us know where you are based, tell other users a bit about yourself in your bio, and ask and answer and questions you can. The more you put in, the more you get out.
8.3. When using our Online Platform, you must (and must procure that your team members):
8.3.1. communicate and behave in a way that is welcoming, inclusive, friendly, patient, considerate, respectful (of others’ experience or indeed lack of it) and professional;
8.3.2. ensure that you have the legal right to do so before sharing or using someone else’s copyrights works, trademarks or confidential information.
8.4. We strive to maintain a safe and friendly community for our members. Our Online Platform must not be used to:
8.4.1. harm others or their career or business prospects or to air personal grievances and disputes;
8.4.2. harass, abuse, or send other unwelcome communications to people (e.g., romantic advances, sexually explicit content, junk mail, spam, chain letters, phishing schemes);
8.4.3. communicate any hate speech including, without limitation, attacking people because of their race, ethnicity, national origin, gender, sexual orientation, political or religious affiliations, or medical or physical condition.
8.5. Not everyone will understand jokes, sarcasm, oblique references, colloquialisms, or euphemisms in the same way you do. Always try to empathize with the other parties and recognize they may come from a different background and interpret words differently than you.
8.6. The content of messages within the Online Platform are accessible by a designated member(s) of The Firm’s team but will only be accessed in the event of suspected or reported breach of this condition 8 (or any other rules or requirements or decisions in respect of online or offline conduct which we may reasonably impose from time to time (Additional Conduct Rules)).
8.7. Each of your team members who accesses our Online Platform must do so with their own personal login issued by us for them and accordingly you should ensure that you apply for the correct category of membership based on for the number of persons within your Talent Acquisition/Management Team.
8.8. You shall (and shall ensure that each of your team members shall):
8.8.1. select strong and secure passwords relating to access to our Online Platform;
8.8.2. keep all such passwords confidential and not disclose them to any other person (whether internally within your organisation or externally). Without limiting our rights or remedies, we reserve the right to charge you for the membership fee that would have been payable by the person(s) to whom you (or any of your team members) disclose any logins and/or would have been payable by their organisation, in breach of this condition.
8.9. You are responsible for all actions undertaken on our Online Platform using your passwords (or those of your team members).
8.10. You are responsible for ensuring that all of your team members comply with the terms of this condition 8 and any Additional Conduct Rules.
8.11. In the event of a breach by you or any of your team members of this condition 8 or any Additional Conduct Rules, we reserve the right (without limitation) to suspend access to our Online Platform and/or other membership benefits (either on an individual or team wide basis) and/or to terminate your Membership. In any such case, you understand and accept that no refund of Membership or other fees paid or payable by you to us will be available.
8.12. The Firm does not warrant that the use of its Online Platform shall be uninterrupted or error-free or that it will be available for use at any particular time. In particular (but without limitation) access to our Online Platform may be unavailable from time to time for testing and/or maintenance (which we will generally seek to undertake out of UK working hours with reasonable notice given via our website).
8.13. To the maximum extent permitted by law, The Firm disclaims as follows in relation to its Online Platform and any use thereof by you or your team members: (a) any warranty or other obligation as to the merchantability or fitness for a particular purpose of our Online Platform or any of its content (including, without limitation, any Platform Content); (b) any warranty or other obligation relating to the accuracy, reliability, or completeness of information made available via our Online Platform; (c) any warranty or other obligation relating to use of our Online Portal or any of its content infringing the Intellectual Property Rights or other proprietary rights of any other person or entity; (d) any warranty or other obligation that our Online Platform will be free of viruses or other harmful components. The Firm will use industry-standard security in relation to the operation of the Online Platform.
8.14. Platform Content is intended for guidance only and you shall only use the same in that capacity and without any reliance. All business decision making shall be made using your own independent judgement and not in reliance on any Platform Content.
9.1. We organise various sessions and events for our Members. Except to the extent included in your Membership Benefits, all such events are subject to separate booking via our Online Platform and additional charge.
9.2. The number of your team members who may attend each of our in person (i.e. not virtual) events is capped at 3 (for Team Membership) and 5 (for Corporate Membership) and, unless we otherwise indicate otherwise in writing, we are unable to offer or sell additional tickets over and above these numbers.
9.3. Arrangements relating to attendance at our events, including (without limitation) travel, subsistence, hospitality or accommodation are excluded from The Firm’s remit and must be arranged by you independently and at your own risk.
9.4. You shall (and will procure that all your team members shall) behave appropriately and safely at all events organised by The Firm. The Firm accepts no responsibility or liability for the behaviour of any members or other third party event attendees.
9.5. Without prejudice to the generality of condition 15, The Firm shall not be liable to you for the cancellation, postponement, re-scheduling or disruption of, any of our events as a result of, or in connection with, a Force Majeure Event and you will not be entitled to any refund in relation to an event that you have booked if it is cancelled, postponed, re-scheduled or disrupted due to a Force Majeure Event. Where reasonably practicable and without obligation, we shall seek to re-arrange any event that has been cancelled as a result of, or in connection with, a Force Majeure Event if and when the Force Majeure Event has passed but we cannot give any assurance that the re-scheduled event will be at a time that is convenient to you and/or your team members.
10.1. We seek to provide insight for our members around industry trends and best practice so that members can learn from each other and be as productive as possible. In some cases we work with trusted third parties to perform this research. We publish and/or allow others to publish results of our surveys and research, presented as aggregated rather than personal data.
10.2. Surveys are conducted by us, and trusted third parties on our behalf. You are not obliged to respond to our surveys or research requests and have choices about the information you provide. You can opt out of surveys and research invitations and/or being contacted by research sponsors.
12.1. All rights in The Firm’s Intellectual Property Rights are fully reserved and you shall not have a right to use any of the same except as expressly provided in the Contract or confirmed in writing by a director of The Firm. In particular (but without limitation) you shall not use or display The Firm’s name or logo on your website, headed paper, marketing materials or otherwise except with such express written confirmation.
12.2. For the term of your Membership you (and members of your Talent Acquisition/Management Team) shall be entitled to download, copy and make use of our Online Resources for the Permitted Purpose.
12.3. You shall not, and shall procure that your officers and employees shall not:
12.3.1. use any Platform Content except for the Online Resources (which shall only be used in accordance with the Permitted Purpose) and shall ensure that your officers and employees abide by this requirement;
12.3.2. sell, transfer or otherwise disclose to any third party any Platform Content;
12.3.3. pass off Platform Content as your own; 12.3.4. modify or create any derivative work(s) based on any Platform Content (except for any deliberately editable parts of Online Resources).
12.4. For the avoidance of doubt:
12.4.1. your licence rights under condition
12.2 shall automatically terminate upon the termination or expiry of your Membership and accordingly you shall cease to use or hold any Platform Content immediately upon such termination or expiry;
12.4.2. the licence of members of your Talent Acquisition/Management Team shall automatically terminate immediately upon them ceasing to be part of your Talent Acquisition/Management Team and you shall ensure that a person who so ceases shall no longer have access to our Online Platform or to any Platform Content.
12.5. Any materials which you or your team members upload to our Online Platform, or otherwise make available to Firm members, are made available by you without obligation on The Firm. In particular (but without limitation) The Firm has no obligation to procure that any such materials are not disclosed by any recipient(s) or are used, or not used, by any recipient(s) in any particular way.
12.6. Without prejudice to the generality of condition 7.2, you shall indemnify the Firm and its other members (the Indemnified Parties) and shall keep the Indemnified Parties indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the an Indemnified Party arising out of or in connection with any breach of the terms of this condition 12 by you or by your officers, employees or agents. This condition 12 shall: (a) survive any termination or expiry of the Contract; and (b) be enforceable directly by a member of The Firm.
13.1. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
13.2. We have no control over the contents of those sites or resources.
14.1. Nothing in the Contract shall limit or exclude our liability for:
14.1.1. Death or personal injury caused by The Firm’s negligence, or the negligence of our employees, agents or subcontractors; or
14.1.2. Fraud or fraudulent misrepresentation; or
14.1.3. Any other liability to the extent that it cannot, by law, be limited or excluded.
14.2. Subject to the foregoing:
14.2.1. Neither party shall under any circumstances whatever be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
14.2.2. The Firm’s total liability in respect of all other losses arising in any Membership Year under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the equivalent of the total fees paid by you in respect of the Membership Year in question.
14.3. Subject to the foregoing:
14.3.1. The Firm shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
14.3.2. The Firm’s total liability in respect of all other losses arising in any Membership Year under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the equivalent of the total fees paid by you in respect of the Membership Year in question.
14.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.5. These limitation of liability provisions shall survive termination or expiry of the Contract.
The Firm shall not be liable to you for the cancellation, postponement or re-scheduling of, or any disruption or delay to, any of your Membership Benefits or other goods or services provided, or to be provided, by The Firm as a result of, or in connection with, a Force Majeure Event and you will not be entitled to any refund in connection therewith.
16.1. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect if:
16.1.1. the other party commits a material breach of the Contract (other than a failure to pay an amount due under the Contract);
16.1.2. the other party fails to pay any amount due under this Contract on the due date for payment;
16.1.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (where it is a company) other than for the sole purpose of a scheme for solvent amalgamation with one or more other companies;
16.1.4. the other party (being an individual) is the subject of a bankruptcy petition or order;
16.1.5. an application is made to court, or an order is made, for the appointment of an administrator in respect of the other party or notice of intention to appoint an administrator is given or an administrator is appointed over the other party (in both cases where it is a company);
16.1.6. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 16.1.3 to condition 16.1.5 (inclusive);
16.1.7. the other party (being an individual) die or, by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or become a patient under any mental health legislation.
16.2. Without limiting its other rights or remedies, The Firm shall have the right to suspend all or any Membership Benefits if you become subject to any of the events listed in condition 16.1.1 to 16.1.7 (inclusive), or The Firm reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
16.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after the termination or expiry of the Contract will remain in full force and effect notwithstanding such termination or expiry.
Notices and Communication
17.1. You agree that we may serve notices on you and otherwise communication with you by any of the following means:
17.1.1. By posting on our website; or
17.1.2. By contacting you using any of the contact information you have provided to us (email, mobile number, postal address).
17.2. You agree to notify us in writing of any change in your contact information.
17.3. You can opt out of email and other communications from us at any time by emailing email@example.com to that effect.
17.4. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.5. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
17.6. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17.7. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
17.8. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
17.9. Except as otherwise provided in condition 12.6, a person who is not a party to the Contract shall not have any rights under or in connection with it. Any rights to rescind or vary the Contract are not subject to the consent of any other person.
17.10. Except as set out in the Contract, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by The Firm.
Governing law and jurisdiction:
17.11. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.