NI Chamber Membership Terms and Conditions
The following definitions and rules of interpretation apply in these Conditions.
This Agreement means these Terms and Conditions and the Joining Form as may be completed by the Members online.
Articles means the Articles of Association of NI Chamber, as set out in the Schedule to this Agreement.
Board means the board of directors of NI Chamber from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in Northern Ireland, when banks in Belfast are open for business.
Chambers means Chambers of Commerce recognised by NI Chamber.
Chief Executive means any person for the time being appointed to perform the duties of the Chief Executive to NI Chamber.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.
Corporate Membership means a membership offered by NI Chambers for leading local and multinational companies.
Customer Profile means a detailed description of the Member’s current customers based on demographic information, geographical locations and purchasing behaviours.
Director means a company director of NI Chamber for the time being.
Directory Listing means online directory listed on the Website or on any such platform as may be selected by NI Chamber from time to time and sent to the Members annually.
Effective Date means the date on which the Joining Form is submitted.
Information means the information made available to the Members by NI Chamber via the Website, email or any other communication from NI Chamber.
Initial Subscription Term means the initial 12 month term beginning from the Effective Date.
Joining Form means the form to be completed online by Members when subscribing to NI Chamber’s Subscription Services.
Login Details means username and password of the Members.
Members means any person and/or business admitted as a member of NI Chamber to which the Subscription Services will be provided by NI Chamber as set out in the Joining Form.
Members Data means the personal data uploaded by the Members or NI Chamber on the Members’ behalf on the Website for the purpose of using the Subscription Services or facilitating the Members’ use of the Subscription Services.
Membership Fees means the membership fees payable by the Members to NI Chamber as set out in the Joining Form.
Memorandum means the Memorandum of NI Chamber.
NI Chamber means the Northern Ireland Chambers of Commerce and Industry, registered in Northern Ireland with company number R0000078 and registered office address at 40 Linenhall Street, Belfast, Northern Ireland, BT2 8BA.
Event Booking Terms and Conditions means NI Chambers Event Booking Terms and Conditions
Normal Business Hours means 9.00am to 5.00pm local UK time, every Monday to Thursday and 9.00am to 4.00pm every Friday on Business Days.
Renewal Period means the period described in clause 10.1.
Secretary means any person for the time being appointed to perform the duties of the secretary to NI Chamber.
Submission means any information uploaded by the Members onto the Website, including but not limited to news, events, offers and jobs.
Subscription means the subscription to the Subscription Services purchased by the Members pursuant to clause 5 which entitle the Members to access and use the Subscription Services and the Information in accordance with this Agreement.
Subscription Fees means the Membership Fees as applicable and/or any such other fees for any services that may be provided by NI Chamber from time to time.
Subscription Services means the Directory Listing, events and/or any such other services that may be provided by NI Chamber to Members from time to time.
Subscription Term has the meaning given in clause 10.1 and the Joining Form, being the Initial Subscription Term together with any subsequent Renewal Periods.
Website means https://www.northernirelandchamber.com/ or such other website as may be used by NI Chamber from time to time.
(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms 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 terms.
(c) A reference to writing or written includes email.
(d) Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
(e) A person includes an individual, corporate or unincorporated body whether or not having separate legal personality and that person’s legal and personal representatives, successors or permitted assigns.
(f) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(g) Words in the singular shall include the plural and vice versa.
(h) A reference to one gender shall include a reference to the other genders.
2. Membership and Subscription
2.1 Subject to the Members purchasing the Subscription Services in accordance with this Agreement, NI Chamber hereby grants the Members a non-exclusive, non-transferable right to use the Subscription Services during the Subscription Term.
2.2 Membership of NI Chamber is subject to the provisions of NI Chamber’s Articles.
2.3 Membership of NI Chamber is subject to Board approval and NI Chamber reserves the right to refuse Membership and, in the event that such Membership has been refused, NI Chamber shall inform the applicant in writing of the reasons for the refusal within 21 days of the decision.
2.4 Membership is available to companies, organisations and business divisions worldwide and is not restricted to those with a base in Northern Ireland.
2.5 One Membership entitles the Member to one standard entry in the Directory listing and for the avoidance of doubt, the Member shall only use one company or organisation name for the purposes of any NI Chambers publications or Submissions.
2.6 All employees of the Member are entitled to all Membership Subscription Services when working on behalf of their Member employer and a Corporate Membership enables the Member’s group companies to use other NI Chamber services as part of the original Member’s Membership.
2.7 Any organisation that is a Member of NI Chamber may nominate any person to act as its duly authorised representative at any meeting of NI Chamber which that Member is entitled to attend.
2.8 Associate Membership is open to Members of other Chambers and may also be granted to organisations or individuals who apply to NI Chamber in the form required by the Directors (if any) and are approved by the Board.
2.9 Associate Members are entitled to attend, speak and receive notice of general meetings but shall not count towards the quorum of a general meeting and shall not have voting rights at a general meeting.
2.10 The Members shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Software and/or Information as applicable in any form or media or by any means; and/or
(b) access all or any part of the Subscription Services and Information in order to build a product or service which competes with the Subscription Services and/or the Information; and/or
(c) use the Subscription Services and/or Information to provide Subscription Services to third parties; and/or
(d) subject to clause 14.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Information available to any third party; and/or
(e) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Information, other than as provided under this clause 2; and/or
(f) The Members shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Information and, in the event of any such unauthorised access or use, promptly notify NI Chamber.
3. Subscription Services
3.1 NI Chamber shall, during the Subscription Term, provide the Subscription Services and make available information to the Members on and subject to the terms of this Agreement.
3.2 The Subscription Services and benefits offered to Members are subject to change without notice and are also subject to NI Chamber’s Event Booking Terms and Conditions.
4. Data Protection
4.1 For the purposes of this clause 4, any reference to controller, data subject, personal data and processing is as set out in the Data Protection Act 2018.
4.2 We are a controller of any personal data you provide to us, and we will process your personal information in accordance with our https://www.northernirelandchamber.com/privacy-policy/ as updated by us from time to time.
4.3 Before providing any personal data to NI Chamber, you shall ensure that you have all necessary notices and consents and lawful bases in place to enable lawful transfer of personal data to NI Chamber.
5. Charges and Payment
5.1 The Members shall pay the Membership Fee using direct debit, debit or credit card, electronic bank transfer or cheque.
5.2 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to NI Chamber’s invoice(s) at the appropriate rate.
5.3 Each Member shall pay a Membership Fee in respect of each year as the Board shall from time to time determine to be applicable to that Member.
5.4 Membership Fees are variable and shall be based on the chosen level of service for the Member’s Customer Profile. The Member shall inform NI Chamber of any changes to their Customer Profile in order to keep receiving Membership benefits and to be included in the Directory Listing.
5.5 NI Chamber may at its discretion in a general meeting prescribe different categories of Members of NI Chamber and, in respect of such categories of Member, may take such arrangements with regard to Membership Fees, voting rights and any other matters it shall think fit.
5.6 All Membership Fees paid via invoice are payable within 30 days of the date of the invoice. If NI Chamber does not receive payment within 30 days of the invoice, then without prejudice to any other rights and remedies of NI Chamber, NI Chamber may, without liability to the Members, suspend and/or cancel membership, and NI Chamber shall be under no obligation to provide any or all of the Subscription Services while the Membership Fees concerned remain unpaid.
5.7 The Board may at its sole discretion waive or defer payment of the whole or any part of any overdue Membership Fee due from any Member.
5.8 If a Member chooses to pay by direct debit, that Membership will commence from the date the Joining Form was submitted. It is the responsibility of the Member to ensure a direct debit mandate is implemented and also to ensure that the first instalment payment is received by NI Chamber within 30 days from the commencement of the Membership. If any change is made to the direct debit mandate, then payment will be by invoice, and the same 30-day period for payment will apply.
5.9 Whilst a Member may be entitled to cancel a direct debit mandate at any time, the Member’s commitment remains to pay the full amount due for the Initial Term and any subsequent 12-month Renewal Periods that have been entered into by the Member. In those circumstances, all monies outstanding will fall due for immediate payment. A failure to pay that sum within 14 days of request may lead to Membership benefits being suspended and/or Membership cancelled, or the recovery of that fee as a debt.
5.10 The Board shall not admit as a Member a person who does not undertake in writing, or in such other manner as the Board may provide, to pay such Membership Fees as may from time to time be determined in accordance with the Articles.
6. Intellectual Property Rights
6.1 The Members acknowledge and agree that NI Chamber own all intellectual property rights in the Subscription Services and the Website, including but not limited to any Submissions. Except as expressly stated herein, this Agreement does not grant the Members any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks whether registered or unregistered, or any other rights or licences in respect of the Subscription Services or the Information.
6.2 Members shall not be permitted to use any of NI Chamber’s intellectual property rights without obtaining prior written consent from the Chief Executive of NI Chamber.
6.3 NI Chamber confirms that it has all the rights in relation to the Subscription Services and information that is necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
6.4 When Members upload Submission to the Website, they grant NI Chamber a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
(a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised;
(b) use the name that the Member submits in connection with such Submission; and
(c) NI Chamber does not grant Members any rights over Submission other than the right to refer to the Submission for use during the Subscription Term.
6.6 The Members authorise NI Chamber to publish the Submission on the Website or elsewhere.
7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
7.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
7.3 This clause 7 shall survive termination of this Agreement, however arising.
8.1 The Members shall defend, indemnify and hold harmless NI Chamber against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees arising out of or in connection with the Members’ use of the Subscription Services and/or information provided that:
(a) the Members are given are given prompt notice of any such claim;
(b) NI Chamber provides reasonable co-operation to the Members in the defence and settlement of such claim, at the Members’ expense; and
(c) the Members are given sole authority to defend or settle the claim.
9. Limitation of Liability
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; or
(b) fraud or fraudulent misrepresentation.
9.3 Subject to clause 9.2, NI Chamber’s total liability to the Member shall not exceed the value of the Membership Fee.
9.4 Subject to clause 9.2, NI Chamber makes no representation or commitment and shall not be liable whether in tort including negligence or breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
9.5 This clause 9 shall survive termination of the Agreement.
10. Term and Termination
10.1 This Agreement shall, unless otherwise terminated as provided in this clause 10, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for the same term as the Initial Subscription Term and each such period shall be referred to as a Renewal Period, unless otherwise terminated in accordance with the provisions of this Agreement, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
10.2 A Member may resign from Membership by giving NI Chamber not less than three months written notice from the date of expiry of the Subscription Term. If notice to terminate is not given within this time frame, the Membership will automatically be renewed and will roll into the next Renewal Period.
10.3 The membership of any Member may be terminated:
(a) subject to any exercise by the Board of its rights under clause 5.7 at any time by the Board acting in its discretion in the event of the Membership Fee due by that Member remaining unpaid in whole or in part more than three months after it has become due;
(b) by NI Chamber at a general meeting resolving by ordinary resolution to terminate the membership of any Member if in the opinion of the Board a Member is conducting its business or otherwise acting in a manner which is calculated to or may have the effect of bringing NI Chamber or another Member or Member into disrepute or cause them to be ridiculed or if the Board shall consider that a Member has acted in a manner prejudicial to the best interests of NI Chamber to another Member or Members.
10.4 Without affecting any other right or remedy available to it, NI Chamber may terminate the membership of any Member without cause within one month of expiry of the Subscription Term giving three months’ written notice.
10.5 In the event that NI Chamber terminates the Membership in accordance with Articles, the Board shall give to the Member following its decision its written reasons for putting the ordinary resolution to the general meeting.
10.6 If termination of Membership is proposed by the Board in accordance with clause 10.3(b), the Member shall have the right to object against the decision of the Board, such objection to be made in writing to the Secretary within 21 days of the Member being notified of the Board’s decision and shall be circulated to the other Members prior to the general meeting at which the ordinary resolution to remove the Member is to be considered.
10.7 NI Chamber may in its discretion whilst considering action under the preceding provisions of this clause 10 immediately suspend membership of a Member for such time and on such terms as NI Chamber thinks fit.
10.8 In circumstances where notice to resign from Membership is given in accordance with clause 10.2, a Member shall still be bound to pay the Membership Fees for any outstanding portion of any 12 month period of Membership.
10.9 Termination or expiry of the Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
10.10 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
11. Force Majeure
11.1 NI Chamber shall have no liability to the Members under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by any event arising that is beyond NI Chamber’s reasonable control including (without limitation) speaker or participant cancellation or withdrawal regarding events, supplier or contractor failure, venue damage or cancellation, health scares, industrial dispute, governmental regulations or action, military action, fire, flood, disaster, civil riot, acts of God, acts of terrorism or war.
12. Communications and Notices
12.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to such email address notified by either party from time to time.
12.2 Any notice or communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.2, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
12.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.4 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
12.5 NI Chamber regularly communicates with Members by email, post and telephone. If you do not want us to use your data in this way, please tick the relevant box situated on the form on which we collect your data.
13. Complaints Procedure and Dispute Resolution
13.1 Should the Member have a complaint about their Membership or encounter any difficulties in respect of communications from NI Chamber or in relation to any unsolicited communication which is received from other NI Chamber Members, the Member should contact NI Chamber who will use its reasonable endeavours to resolve same within 10 days from receipt of the complaint.
13.2 If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred to the representatives of each party who shall use their reasonable endeavours to resolve it.
13.3 In the event that the dispute still cannot be resolved within fifty days of referral of the matter to them, either party shall be entitled to refer the dispute to mediation to take place in Belfast. The mediation process will be commenced by service by one party on the other of a written notice that the issue is to be referred to mediation, but in the event that the parties are unable to agree on a choice of mediator within ten days of the date of service of the notice being given, the parties shall accept a mediator nominated by the Centre for Effective Dispute Resolution. Each party shall bear its own costs in respect of the mediation.
13.4 Nothing in this Agreement shall prevent either party from seeking injunctive or other relief in a court of law to protect or enforce its legal rights.
14. Assignment and transfer
14.1 NI Chamber may assign or transfer its rights and obligations under the Agreement to another entity by posting on its Website if this happens.
14.2 The Member may only assign, sub-contract or transfer its rights or obligations under the Agreement to another person if NI Chamber agrees in writing.
15.1 Any variation of the Agreement only has effect if it is in writing and signed by NI Chamber and the Member (or our respective authorised representatives).
16.1 If NI Chamber does not insist that the Member performs any of its obligations under the Agreement, or NI Chamber does not enforce its rights against the Member, or if NI Chamber delays in doing so, that will not mean that NI Chamber has waived its rights against the Member or that the Member does not have to comply with those obligations. If NI Chamber does waive any rights, they will only do so in writing, and that will not mean that NI Chamber will automatically waive any right related to any later default by the Member.
17.1 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18. Entire Agreement
18.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 If there is any conflict or ambiguity between the terms of the documents listed below, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list:
(a) the Memorandum and Articles;
(b) the Terms and Conditions;
(c) the Joining Form; and
(d) any other terms and conditions as referred to in this Agreement.
19. Third Party Rights
19.1 The Agreement is between NI Chamber and the Member. No other person has any rights to enforce any of its terms.
20. Governing law and jurisdiction
20.1 This Agreement is governed by the law of Northern Ireland and both parties each irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Northern Irish courts.