Scale Ireland Membership Programme
1.1 Membership of Scale Ireland's membership programme ("Membership") is conditional on acceptance of the following Terms and Conditions and upon payment of the appropriate Membership subscription fee. In order to apply on your own behalf or on behalf of your organisation you must be legally capable of entering into binding contracts.
1.2 These Terms and Conditions set out what Membership holders may expect from Scale Ireland and the conditions under which services are offered to members.
1.3 Where we refer in the Terms and Conditions to "you", "your" or "your organisation", all such references should be taken to apply to the individual or entity in which the application is made.
2 CHANGES TO THESE TERMS AND CONDITIONS:
2.1 Scale Ireland reserves the right to change these Terms and Conditions at any time. Any changes are effective immediately upon posting a new copy of the Terms and Conditions to www.scaleireland.org/membership. Scale Ireland will update members on any material changes to the Terms and Conditions by email. Your or your organisation's continued use of the website constitutes both you and / or your organisation's agreement to such Terms and Conditions.
2.2 If you or your organisation does not accept the revised Terms and Conditions, you must notify Scale Ireland within 30 days from the date the revised Terms and Conditions are posted to www.scaleireland.org/membership. If you or your organisation rejects the revised Terms and Conditions, the existing Terms and Conditions will apply up to the next renewal date or the date of termination of Membership (if earlier). On renewal of Membership the revised Terms and Conditions shall apply.
3 MEMBERSHIP FEES:
3.1 There are currently five (5) categories of Scale Ireland Membership:
3.2 The categories are based on the number of employees within your organisation, irrespective of whether any employee(s) is part time or full time.
(a) Pre-VAT (this category is subject to internal verification)
For students (valid student number is required)
Idea stage founders
Membership fee: €0 p/a
(b) Individual & 1-10 Employees
For organisations with 1-10 employees
Membership fee: €100 p/a
(c) 11-30 Employees
For organisations with 11-30 employees
Membership fee: €250 p/a
(d) 31 - 100 Employees
For organisations with 31 -100 employees
Membership fee: €750 p/a
(e) 101+ Employees
For organisations with over 100 employees
Membership fee: €2,500 p/a
3.3 The Membership fees are determined by Scale Ireland and can be subject to change at any time at its sole discretion, but they will not change in the calendar year that you have paid membership fees and you will only pay those stated fees that year.
3.4 By registering to become a member you or your organisation agrees to pay all fees and charges including applicable taxes.
3.5 All fees and charges are quoted exclusive of VAT, unless otherwise specified. 4 APPLYING FOR MEMBERSHIP:
4.1 Joining members have an obligation to apply for Membership in the correct category for them or their organisation.
4.2 In the case of an application, the applicant must provide certain mandatory information as indicated in the membership application, and any other information that Scale Ireland may require. Where an individual or organisation applies, Membership and its benefits are extended to the individual or organisation making the application and may not be shared with any other person or organisation or transferred or reassigned. Where an organisation applies to be a member, Membership is extended to the organisation rather than individuals. Thus if an individual leaves the organisation, they can no longer participate in Membership unless authorised to do so by the member organisation.
4.3 If you or your organisation provides any information that is untrue, not accurate, incomplete or inaccurate or Scale Ireland has reasonable grounds to suspect that such information is untrue, not current, incomplete or inaccurate, Scale Ireland has the right to suspend or terminate you or your organisation's Membership.
5 MEMBERSHIP PAYMENT:
5.1 In order for you or your organisation to become a member of Scale Ireland through the website you must provide Scale Ireland with valid credit card information and in providing such information you or your organisation authorise Scale Ireland to bill all fees, charges and applicable taxes through that account as and when they become due. You or your organisation will be billed in Euro. Any queries regarding billing on you or your organisation's account must be raised with Scale Ireland in writing within 30 days.
5.2 Instalment payment plans are available for categories over 31 employees only. Enquiries for instalment plans should be sent to email@example.com. If no instalment plan enquiry is made in advance of signing up via the website, the total sum of fees will be payable upon sign up. Scale Ireland will issue an automated invoice and receipt upon purchase of Membership.
5.3 All Membership fees and any other sums due which are not paid on the due date may incur interest from day to day at the rate equal to 8% per annum above the European Central Bank base rate, in line with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012).
5.4 If Scale Ireland staff or contractors are required to discharge out-of-pocket expenses in delivering Membership services to a particular member due to additional services being requested, then those additional expenses will be charged to the member as may be agreed with the member from time to time. In the absence of any express agreement, the member hereby agrees to pay all reasonable expenses incurred by Scale Ireland or its employees or contractors in carrying out such additional services on the specific member's behalf.
6 MEMBERSHIP TERM:
6.1 Annual Subscription: Membership is for a minimum of 12 months. Members will automatically be invoiced for the next Membership period as each 12-month term expires.
6.2 Commencement Date: Membership begins from the date payment is received by Scale Ireland.
6.3 Termination Date: Membership will continue as long as the subscription is paid, and the Membership has not been terminated.
7 MEMBERSHIP ACCOUNT:
7.1 You are entirely responsible for maintaining the confidentiality of your or your organisation's password and account, and for any and all activities, which may occur under your or your organisation's account or password. You agree to immediately notify Scale Ireland of any unauthorised use of your or your organisation's account, password or any other breach of security known to you. Scale Ireland will not be liable for any loss that you or your organisation may incur as a result of someone else using or accessing your or your organisation's password or account, either with or without you or your organisation's knowledge. However, you or your organisation may be held liable for losses incurred by Scale Ireland or any other party as a result of someone else using or assessing you or your organisation's password or account. You or your organisation will not use anyone else's account at any time without the permission of the account holder. You or your organisation may change your/its password and/or profile. To change your password, email firstname.lastname@example.org and we will send instructions on how to change your password. Once you have signed into your account you can update your profile.
8 MEMBERSHIP BENEFITS AND THIRD-PARTY SERVICES: 8.1 Scale Ireland shall use its reasonable endeavours to:
(a) support, represent and advocate on issues impacting (and/or with the potential to impact) the common interests of its membership; and
(b) provide its members with access to key submissions Scale Ireland has made in relation to key issues affecting the sector.
8.2 Scale Ireland may from time to time select various third parties who agree to provide services and products to its members. Scale Ireland agrees that it will select the third parties in good faith and for the benefit of its members. Members are entitled to take advantage of the various opportunities, services and discounts Scale Ireland offers through its benefit offers but there is never any obligation or pressure to use any of the offers provided by its third parties. Membership benefits and the Scale Ireland partners are subject to change.
8.3 If a member offers or provides a service to other members as a Scale Ireland membership benefit such offer or service shall be a third party service.
8.4 If a member decides to purchase a product or service offered by a third party (including another member) then the agreement for the provision of that product or service will be between the member and the third party only and Scale Ireland does not act as an agent for such third parties. Membership does not guarantee that any third parties will accept an application from a member for the provision of a product or service. Scale Ireland offers no guarantee or assurance that the product or service will be suitable for the member's requirements or that it will be delivered as agreed and Scale Ireland shall have no liability whatsoever for any failure or default on the part of the third party.
8.5 Please note that the products or services offered can be unique to Membership holders and if Membership is terminated for any reason access to that product or service may be terminated. Scale Ireland will not be liable for termination of access to same.
8.6 Membership services will be provided by Scale Ireland with reasonable skill and care. Unless expressly agreed in writing no further conditions, warranties or representations are given by Scale Ireland in relation to the services and any such terms are excluded to the fullest extent permitted by law.
9 CO-OPERATION AND CODE OF CONDUCT
9.1 The member hereby agrees that together with its employees and agents, it will at all times:
(a) provide Scale Ireland with complete, accurate and timely information, data and documents which may be reasonably requested by Scale Ireland from time to time;
(b) co-operate fully with Scale Ireland, and
(c) comply with the Code of Conduct as updated from time to time.
9.2 Where the member provides Scale Ireland with any material, it warrants that such material will not infringe the intellectual property rights or any other rights of any third party.
9.3 Scale Ireland reserves the right to amend, withdraw or add any service provided under these Terms and Conditions, and such amendment shall not give rise to any liability for refund of any Membership fees paid.
10 STAFF AND CONTRACTORS
10.1 Scale Ireland shall be entitled to subcontract, delegate or assign the provision of any services or any of their rights or duties under these Terms and Conditions. Scale Ireland shall have discretion as to which of its employees or self-employed agents, contractors or associates are assigned to perform the services.
11.1 To the fullest extent permitted by applicable law, Scale Ireland shall not be liable to members, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(a) loss of profits;
(b) loss of business;
(c) depletion of reputation, goodwill or similar losses;
(d) loss of anticipated savings;
(e) loss of goods;
(f) loss of contract;
(g) loss of use;
(h) loss or corruption of data or information; or
(i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, whether caused by Scale Ireland's negligence, the negligence of its employees or agents or otherwise.
11.2 To the fullest extent permitted by applicable law, Scale Ireland's aggregate liability including the liability of its agents, subcontractors and employees whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for all claims in respect of any services provided to a Membership holder by Scale Ireland arising under or in connection with these Terms and Conditions shall be limited to the lesser of:
(a) the annual Membership fee payable by the member; or
11.3 Whilst every reasonable effort is made to ensure the accuracy of any materials provided by Scale Ireland, Scale Ireland does not accept liability for errors and omissions within such materials.
12 POLICY, REPRESENTATION AND PUBLICATIONS:
Scale Ireland will use reasonable endeavours to represent the interests of its members. No liability is accepted for such representation or for any policy position adopted by Scale Ireland. Scale Ireland provides information, updates, sectoral analysis and a website as part of various services provided. Scale Ireland will use reasonable endeavours to ensure that the information contained in these publications is accurate at the time of publication but Scale Ireland does not provide any guarantee or warranty to that effect.
13 LINKS TO OTHER SITES
Links to third party websites maintained by others are provided solely as a convenience to you or your organisation and not as an endorsement by Scale Ireland of their contents. Scale Ireland is not responsible for the content on linked party sites and does not make any representations regarding the content or accuracy of their materials. Access to linked third party websites is at your or your organisation's own risk.
Members are expected to conduct themselves in a professional manner and to treat other members, as well as Scale Ireland staff, with courtesy and respect.
15 INTELLECTUAL PROPERTY
15.1 All intellectual property rights of any nature (including copyright) created or provided by Scale Ireland or its employees or agents shall be and remain the property of Scale Ireland and any such materials shall be licensed and distributed to members for their internal use only.
15.2 Except as expressly stated otherwise, these Terms and Conditions do not grant members any rights to, or in, any intellectual property rights (whether registered or unregistered) owned by or licensed to Scale Ireland.
16.1 Confidentiality of advice given to individual members is important to Scale Ireland and members are required to maintain that confidentiality as a condition of Membership.
16.2 Members will not, without the prior written consent of Scale Ireland, use, copy, adapt, alter or part with possession of any information to any third party and / or advices provided to it by reason of their Membership which is disclosed or otherwise comes into its possession under or in relation to their Membership and which is of a confidential or proprietary nature.
16.3 This obligation will not apply to information which the recipient can show was in its possession at the date it was received or obtained or which the recipient obtains from some other person entitled to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
16.4 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other's business or affairs other than to its employees or subcontractors who need to know such information or where the other party has consented to such disclosure. Where a party discloses any confidential information to a third party in compliance with this clause, it shall ensure that such third party is aware of the confidential nature of the information before it is disclosed and it shall procure that such third party will comply with the confidentiality obligations contained herein.
16.5 Scale Ireland shall be entitled to use any member's information in its general reports or for the purpose of collating information about its members and employers generally, provided that Scale Ireland shall obtain the member's consent before publishing any member name or information which allows the member to be specifically identified.
17 DATA PROTECTION:
18 CANCELLATION OF MEMBERSHIP BY A MEMBER:
Membership can be cancelled, and thus this membership agreement will be terminated, by emailing email@example.com.
19 REFUSAL/REVOCATION OF MEMBERSHIP
Scale Ireland may refuse Membership based on these Terms and Conditions and any Membership criteria that may be determined from time to time by Scale Ireland acting at its sole discretion. Membership may be revoked for failure to pay Membership fees or for non compliance with these Terms and Conditions.
20 TERMINATION OF MEMBERSHIP BY SCALE IRELAND:
20.1 Scale Ireland reserves the right to terminate your or your organisation's Membership at any time without notice, and without issuing any refunds if it is in breach of the Terms and Conditions. Any outstanding fees must also be paid to Scale Ireland. Scale Ireland shall not be liable to you or your organisation or any third party arising from the termination of your or your organisation's Membership.
20.2 Without affecting any other right or remedy available to it, Scale Ireland may terminate this your or your organisation's Membership on giving not less than one (1) months' written notice to your or your organisation. If your Membership is so terminated, Scale Ireland will issue you or your organisation a refund of all prepaid Membership fees.
21.1 Any notice or other communication required to be given to a party under or in connection with these Terms and Conditions shall be in writing and, save as otherwise specified in these Terms and Conditions, shall be delivered by email only to the address set out below:
(a) in the case of the member, to the email address of the main contact as provided on the Membership application form;
(b) in the case of Scale Ireland, firstname.lastname@example.org.
21.2 Any notice or communication shall be deemed to have been received the first working day after the time of transmission.
21.3 The member shall promptly notify Scale Ireland of any change to the member's email address for notice.
22.1 Status: Each of the parties warrants its authority to enter into these Terms and Conditions and has obtained all necessary approvals to do so.
22.2 Entire Agreement: These Terms and Conditions constitute the entire agreement between the parties relating to the subject matter hereof unless any representation or warranty made about these Terms and Conditions was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
22.3 Severance: The parties agree that these Terms and Conditions are fair and reasonable in all circumstances. However, if any provision of these Terms and Conditions is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these Terms and Conditions are held not to be valid the remaining provisions of these Terms and Conditions shall remain in full force and effect.
22.4 Third Parties: Both parties agree that these Terms and Conditions shall not be enforceable by any person who is not party to these Terms and Conditions.
22.5 Waiver: No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.
23 GOVERNING LAW AND JURISDICTION:
These Terms and Conditions shall be governed by the laws of Ireland and the parties shall submit to the exclusive jurisdiction of the Irish courts in relation to all matters arising out of or in connection with these Terms and Conditions.