INDIELAB ALUMNI PLUS MEMBERSHIP 2021 – TERMS AND CONDITIONS

A: THE MEMBERSHIP

1.     These Terms and Conditions (“Terms”) apply to any company that accepts a membership of the Indielab Plus Programme (“Alumni Plus”) in accordance with Section C below. Alumni Plus is provided by Indielab Ltd (“Indielab”), a company registered in England and Wales under registration number 09577300 with its registered office at 7 Savoy Court, London, WC2R 0EX  or, in respect of certain sessions of Alumni Plus, by one of our affiliated companies (collectively “we” or “us”).

2.    These Terms together with any enrolment form, emails sent to you by us, and the details on the Website (“the Contract”) are the entire agreement between you and us. If there is any conflict between these Terms and the Website these Terms shall prevail.

3.  You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf that is not set out in the Contract. These Terms apply to the Contract to the exclusion of any other terms asserted, or which are implied by trade, custom, practice or course of dealing.

 

B: ELIGIBILITY

  1. In order to be eligible to participate in Alumni Plus, you must:

    a. be a UK independent production company with an annual turnover less than £15M; and

    b. not be majority owned by a UK Broadcaster; and

    c. be an alumni of the Indielab Accelerator Programme.

     

C: ENROLMENT

  1. You will receive an email offering you a place on Alumni Plus (the “Offer Email”). In order to accept this offer, you must comply with the requirements set out in the Offer Email. We are entitled (but not obliged) to treat our offer as accepted if (i) we receive a communication from you containing your acceptance; (ii) you utilise our legal help desk or our finance help desk; or (iii) you attend any alumni events (“Acceptance”). Upon Acceptance you agree to be bound by the Contract, including without limitation, these Terms and to pay the fee as detailed in Section D below.

 

D: PAYMENT

  1. The fee for Alumni Plus is fully-subsidised by Indielab for all Indielab alumni. Subject to your rights under Section I, we reserve the right to amend this Section D and to charge you to participate in Alumni Plus, in which case we will notify you at least 30 days in advance. 

 

E: INTELLECTUAL PROPERTY

  1. We retain all copyright and any other intellectual property rights which may subsist in any materials, documents or other items supplied by us in connection with the provision of Alumni Plus benefits and events. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

 

F: DATA PROTECTION

1.     In respect of any personal data collected in relation to Alumni Plus or these Terms, Indielab Ltd is the data controller and the terms of the privacy policy set out on the Website from time to time shall apply. For the purposes of these Terms “personal data” and “data controller” shall have the meanings provided under applicable data protection law.

 

G: CONFIDENTIALITY

1.     You will not make any derogatory statement or announcement or give any confidential or false information directly or indirectly relating to us, our internal affairs, Alumni Plus, this Contract or any other participant on Alumni Plus to any third party and agree to discuss with us any proposed statement to the media about Alumni Plus.

2.     We will keep information you have given to us confidential (until and unless it is publicly available) and not disclose it to any third party (unless required by applicable law).

 

H: EXCLUSIONS AND INDEMNITY

1.     We do not accept any responsibility for services provided or advice given by contributors to Alumni Plus if they work with you after one of our events or as part of our helpdesks. Harbottle & Lewis LLP and Ecovis Wingrave Yeats will provide separate terms and conditions as and when you contact the legal and financial helpdesks respectively.

2.  We are not liable for any delay or failure to provide Alumni Plus if this is caused by any event or circumstance outside of our reasonable control.

3.  We can make any changes to Alumni Plus at any time for any reason (including without limitation to comply with any applicable law or safety requirement) and we will notify you of this in writing if deemed appropriate by us.

4.  Liability under these Terms, or in breach of statutory duty, or in tort or misrepresentation or otherwise, shall be limited as set out in this clause. The total amount of our liability to you or any third party in connection with your participation in Alumni Plus is limited to the fee (if any) payable by you under the Contract.

5.  We shall not be liable to you, whether in respect of any tort (including without limitation negligence), breach of contract, misrepresentation or otherwise, and whether arising out of or in connection with this Contract, for any loss of profits, goodwill, business opportunity or anticipated saving or any indirect, special or consequential loss or damage.

6.  Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit our liability.

 

I: TERMINATION

1.     We can terminate the Contract with you immediately if you:

a.      commit a material breach of your obligations under the Contract; or

b.      in the event that a fee becomes payable for participation in Alumni Plus, if you: (i) fail to pay any amount due under the Contract on the due date for payment; (ii) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; (iii) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or (iv) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

2.     We can terminate the Contract with you for any other reason at any time upon providing you with 30 days’ notice.

3.     If we elect to charge you a fee for your participation in Alumni Plus under Section D, you can terminate the Contract upon providing us with 30 days’ notice: (i) prior to such fee becoming payable; or (ii) prior to any fee renewal date. If we do not receive a notice to terminate from you within the timeframe specified in this Section I(3) then you shall be deemed to have accepted the fee. In no event shall you be entitled to a refund of any fee once paid.

 

4.     Following termination of the Contract, you shall be removed from Alumni Plus and you shall immediately cease to have access to any events, helpdesks or other benefits provided by us.

 

J: MISCELLANEOUS

1.     Headings in these Terms are for convenience only and do not affect their interpretation.

2.     Words imparting the singular shall include the plural and vice-versa.

3.     Any grievance relating to Alumni Plus should be raised in writing with us.

4.     Nothing in this Contract shall constitute a partnership or joint venture between the parties or make either party the agent of the other.

5.     Neither party shall do or permit to be done anything by which it may be represented as a partner or agent of the other.

6.     We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under this Contract and can subcontract or delegate in any manner any or all of our obligations to any third party.

7.     If, due to circumstances beyond our control we have to make any change to Alumni Plus or how it is delivered, we will notify you in writing. We will use reasonable endeavours to keep any such changes to a minimum.

8.     You must not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this contract.

9.     All notices under this Contract must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

10.  All notices under this Contract must be addressed to the most recent address or email address notified to the other party.

11.  No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

12.  If one or more of the provisions in these Terms is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of the Terms (which will remain valid and enforceable).

13.  This Contract does not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to the Contract.

14.  This Contract (and any and all non-contractual matters and/or claims relating hereto) shall be governed by and construed in accordance with English law.  It is agreed that the Courts of England shall have the exclusive jurisdiction to resolve any dispute which may arise out of or in connection with this Contract (and any and all non-contractual matters and/or claims relating hereto).

15.  Notwithstanding any remedy to which you may become entitled in equity or at law, you hereby waive any right you may have to enjoin or seek to enjoin the development, operation and/or promotion of Alumni Plus.

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