Terms & Conditions 

Scale Ireland Membership Programme

1 Introduction 

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: ‚ā¨0 p/a¬†

(b) Individual & 1-10 Employees 

For individuals 

For organisations with 1-10 employees 

Membership fee: ‚ā¨100 p/a¬†

(c) 11-30 Employees 

For organisations with 11-30 employees 

Membership fee: ‚ā¨250 p/a¬†

(d) 31 - 100 Employees 

For organisations with 31 -100 employees 

Membership fee: ‚ā¨750 p/a¬†

(e) 101+ Employees 

For organisations with over 100 employees 

Membership fee: ‚ā¨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. 

4.4 The information provided by you or your organisation upon application for Membership will be  retained by Scale Ireland for no longer than is necessary and any personal data provided  shall be used in accordance with our Privacy Policy. 

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 sheila@scaleireland.org. 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  membership@scaleireland.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 LIABILITY: 

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 

(b) ‚ā¨1,000.¬†

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. 

14 CONDUCT 

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 CONFIDENTIALITY 

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: 

Scale Ireland will process all personal data in accordance with Scale Ireland's privacy policy  which can be accessed here. 

18 CANCELLATION OF MEMBERSHIP BY A MEMBER: 

Membership can be cancelled, and thus this membership agreement will be terminated, by  emailing membership@scaleireland.org. 

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 NOTICES: 

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, membership@scaleireland.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 GENERAL: 

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.

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