Terms and Conditions

1. Interpretation

1.1 In these Conditions the following definitions apply:

Benefits

Mean the GBR Community Membership Benefits offered to the Subscriber as stated on the Website on the Effective Date or at any Renewal Date;

Business Day

Means a day other than Saturday, Sunday and public holidays when banks generally are open for non-automated business in London;

Conditions

Means the terms and conditions set out in this document as varied from time to time;

Confidential Information

Means any commercial, financial or technical information, information relating to Event, plans, databases, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Content

Means the materials made available to Users as part of the Service including, without limitation any custom research that may be commissioned by the Subscriber;

Contract

means the service agreement by which GBR agrees to provide the Benefits signed by both parties comprising the Contract Summary and these Conditions, including all Schedules thereto;

Delegate

Means the individual(s) selected by the Subscriber to utilise the Benefits;

Digital Products

Means the Website and/or the Portal;

Effective Date

Means the Commencement Date shown in the Contract Summary above

End Date

Means the date upon which this contract terminates for whatever reason;

Event/WorX

Means any meeting taking place as part of the Benefits;

GBR

Means Global Business Research Ltd (Company No 12159327) with registered office at 1 Fors St Sve, WeWork, London, EC2Y 9DT, England. The GBR Community is the group of subscribers in GBR.

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the GBR Community is or may be entitled; and

(f) in whichever part of the world existing;

Membership Term

means the period of 12 months from the Commencement Date; unless specified above

GBR Hub

means that section of the Website devoted to GBR Community Subscribers;

Renewal Date

Means each anniversary of the Effective Date

Research

Means making diligent enquiry matters, sourcing and obtaining relevant documents;

Service Description

Means the services details of which are set out in the schedule to these Conditions;

Subscriber

Means the company, partnership, individual or other legal entity subscribing for the Benefits;

Subscriber’s Group

Means the Subscriber and any undertaking which is the ultimate parent undertaking of the Subscriber and any direct or indirect subsidiary undertaking of such parent undertaking and “parent undertaking” and “subsidiary undertaking” shall have the meanings ascribed to them in section 1162 of the Companies Act 2006;

Subscription

Means the payment set out in the service agreement signed by both parties;

User

Means any one of the five individuals nominated to use the Benefits;

Website

Means the website with the url: www.gbrhub.io

1.2 Unless the context otherwise requires:

1.2.1 each gender includes the others;

1.2.2 the singular includes the plural and vice versa;

1.2.3 references to the Contract include the Conditions;

1.2.4 words commencing with a capital letter not otherwise defined in these conditions shall have the meaning attributed to them on the relevant Website pages;

1.2.5 references to persons include individuals, unincorporated bodies, government entities, corporations and other entities;

1.2.6 clause headings do not affect their interpretation;

1.2.7 general words are not limited by example; and

1.2.8 references to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. Application of these terms and conditions

2.1 These terms and conditions apply to and form part of the Contract between the GBR Community and the Subscriber. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions, warranties or assurances written or oral will form part of the Contract except to the extent that the Subscriber and GBR otherwise agree in writing save to the extent permitted under paragraph 2.3.

2.3 These Conditions and/or the Contract may be varied by not less than 30 days’ notice given by GBR to the Subscriber provided that if any such changes disadvantage the Subscriber they shall not take effect until the end of the current Membership Term;

2.4 In the event of any inconsistency or conflict between the Benefits and these Conditions the latter shall prevail.

3. Access to and use of benefits

3.1 GBR grants the Subscriber and its Users during the Subscription Term a non-exclusive licence to use the Benefits and the Content solely in accordance with the terms of this Contract.

3.2 Within 14 days of payment of the Subscription the Subscriber shall nominate in writing to GBR the pre-agreed individuals who shall be Users, one of whom should be at executive level.

3.3 The Subscriber acknowledges and agrees that its access to and use of the Benefits and the access and use of the Benefits by its Users shall be governed by the terms of this Contract.

3.4 The Subscriber shall ensure that its Users comply with these Conditions and acknowledges that any breach of these Conditions by its Users or a breach by the Subscriber of this Contract may result in GBR exercising its remedies under this Contract, including (without limitation) suspension of individual Users’ access to the Service.

3.5 Where a Subscriber is permitted to use certain Content in accordance with this Contract, the Subscriber and its Users shall:

3.5.1 use such Content strictly in accordance with the Service Description and all terms of use as directed by GBR;

3.5.2 not capture any data (or seek to capture any data) from any person that accesses or wishes to access such Content;

3.5.3 not offer the Content as part of its own products or services, or otherwise commercially exploit the Content;

3.5.4 not send the Content to any third party;

3.5.5 not use Content that has been sponsored or commissioned by anyone other than the Subscriber without the prior written consent of GBR;

3.5.6 give due and proper acknowledgement to GBR when quoting from or citing any Content;

3.5.7 use Content solely for the Subscriber’s internal purposes (in no circumstance is the Content to be relied upon by the third party); and

3.5.8 not use Content in connection with any legal actions, U.S. Securities and Exchange Commission filings, Financial Conduct Authority filings or any other company filings.

4. Subscription

4.1 The price for the Benefits is as shown on the Website

4.1.1 initially as at the Effective Date; and

4.1.2 on any renewal as at 3 months prior to the relative Renewal Date

4.2 The Subscription does not include the cost of any accommodation or travel costs; these are the responsibility of the Subscriber or Delegate as are the cost of gratuities that might include use of leisure facilities available at the Venue, parking, wine with meals (where applicable) and other items not planned by GBR such as dining, minibar, other refreshments and telephone calls.

5. Payment

5.1 GBR will invoice the Subscriber for the Subscription and such invoice will be paid in full by the Subscriber within 14 days of the date of the invoice, unless otherwise agreed by both parties by way of written agreement or otherwise agreed, by means of cheque or banker’s draft (drawn on a London clearing bank), by credit card (Visa, MasterCard) or by Direct Bank Transfer to GBR’s bank as notified by GBR on the invoice.

5.2 Where sums due under the Contract are not paid in full by the due date, to compensate GBR for all loss from the Subscriber’s breach, the Subscriber will pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at the rate of two per cent per annum above Base Rate of National Westminster Bank plc.

5.3 GBR acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

5.4 VAT will be charged by GBR in respect of all Subscriptions, fees, costs and penalties and paid by the Subscriber at the then applicable rate.

6. Delegates and representatives

6.1 GBR may specify from the Users the number of Delegates which the Subscriber may send to each Event provided always that the number of Delegates shall not exceed the agreed amount of each Subscription.

6.2 To ensure that the Delegate receives maximum value from the pre-arranged one-to-one meetings, the Subscriber will ensure that the Delegate completes and submits to GBR a personal profile in the format required by GBR by the date specified by GBR.

6.3 Notwithstanding any other of the provisions of this Contract, GBR does not guarantee the accuracy of any information included on the Website or the actual attendance of the named attendees and will not be liable to the Subscriber or the Delegate for any change in the number or identity of other attendees or for any attendees who do not keep scheduled appointments.

6.4 The Subscriber warrants that the Delegate are/is appropriately qualified for attendance at any Event and will conduct himself/herself/themselves in a proper and professional manner at all times, and shall adhere to any health & safety, security or other requirement of GBR (or of the Venue or other person approved by GBR) at or in relation to any Event

7. Intellectual Property

All content and other materials provided by or on behalf of GBR at or in relation to the Benefits including any Event contains Intellectual Property Rights of GBR and/or other third parties and the Subscriber shall not and shall not allow any other person including the Delegate to copy, modify, adapt or otherwise use such content and materials for any purpose without GBR ‘s (or the relevant third party’s) express prior written consent.

8. GBR’s Rights in relation to the Benefits

8.1 GBR reserves the right to withhold any information relating to the Benefits and any Event and/or refuse the Delegate entry to an Event unless and until the Subscription has been paid in full (without any deduction, counterclaim or set-off). Without prejudice to the foregoing and in addition to any other rights of GBR, if any fees due to GBR are not paid by the date of the Event, GBR shall be entitled to retain any part payment which it has received.

8.2 GBR reserves right to change: –

8.2.1 the Venue of and/or cancel any Event upon written notice to the Subscriber and/or the Delegate; and

8.2.2 The style and content of the Website.

8.3 If GBR cancels any Event other than by reason of events or circumstances beyond its reasonable control, GBR will use its reasonable endeavours to rearrange that Event without unreasonable delay. If Event is cancelled by GBR by reason of events or circumstances beyond its reasonable control (including without limitation Acts of God, flood, failure of any material supplier to the Event, or a cancellation by the operators of the Venue), GBR will reschedule Event (to be held within 12 months of the date of the original Event) but no reimbursement of any fees or other payments will be made by GBR and the Subscriber will remain liable to pay all sums for which it is liable in accordance with the Contract.

8.4 GBR reserves the right at its sole discretion and without giving any reason to rescind the Contract. In such event, GBR shall promptly refund to the Subscriber the pro-rata proportion of the Subscription referable to the period between the date of rescission and the end of the Membership Term.

9.Data Protection Act

9.1 GBR takes the protection of the Subscriber’s data seriously. The personal data provided by the Subscriber will be kept confidential and used the purpose of the Contract. Data is collected in accordance with the Data Protection Act 1998 and GBR’s Privacy Policy which is available on the Website. The information provided by either the Subscriber or the Delegate will be held on GBR’s database and occasionally your details may be made available to GBR’s external partners. If you do not wish to your details to be made available to these carefully chosen companies, please contact the Database Manager: hello@gbr.io. For further information, please refer to GBR’s privacy policy available online at gbr.io.

9.2 The terms of these Conditions shall take effect in priority to such privacy policy.

10. Confidentiality and announcements

10.1 GBR shall keep confidential all Confidential Information of the Subscriber and will only use the Subscriber’s Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

10.1.1 any information which was in the public domain at the date of the Contract;

10.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

10.1.3 any information which is independently developed by GBR without using information supplied by the Subscriber; or

10.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

10.2 This clause will remain in force for a period of three years from the date of the Contract.

10.3 GBR shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

11. Termination

11.1 The Contract may be terminated as at each anniversary of the Commencement Date by the Subscriber giving not less than 3 months’ prior written notice of termination to GBR.

11.2 The Contract may be terminated or its performance suspended forthwith at any time by the Subscriber on written notice to the GBR if:

11.2.1 GBR becomes bankrupt;

11.2.2 GBR suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;

11.2.3 GBR (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally;

11.2.4 GBR passes a resolution for winding-up or for the appointment of an administrator, or a step is taken to appoint a liquidator or administrator in relation to GBR, or a step is taken to obtain a winding-up order in relation to GBR;

11.2.5 a step is taken to appoint a receiver or administrative receiver in relation to GBR or any of its assets;

11.2.6 any creditor of GBR attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of GBR ‘s assets, and such attachment or process is not discharged within 14 days;

11.2.7 GBR takes or suffers any action similar to any of the above in any jurisdiction;

11.2.8 GBR suspends trading, ceases to carry on business, or threatens to do either; or

11.3 On termination of the Contract for any reason:

11.3.1 the accrued rights and liabilities of the parties will not be affected; and

11.3.2 any clause which expressly or by implication is to survive termination will do so.

12. General

12.1 Subscriber’s group

To the extent determined by the Subscriber in its absolute discretion from time to time, any member of the Subscriber’s Group shall be entitled in its own right to enforce any or all the Subscriber’s rights and remedies relating to the Contract. The consent of any such member is not required in order to rescind or vary the Contract or any provision of it.

12.2 No set-off

All payments by the Subscriber will be made without abatement, set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless it is compelled by law to deduct or withhold any such amounts, in which case it will pay to the Subscriber such additional amount as will ensure that the Subscriber is paid the full amount it would have received but for such deduction or withholding.

12.3 Relationship

The parties are independent businesses and, in relation to each other, not principal and agent, partners, or employer and employee. It is a condition of the Contract that the GBR enters into the Contract as principal and not as agent for any person.

12.4 Severability

If any provision in the Contract is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Contract and the remaining provisions of the Contract will otherwise remain in full force.

12.5 Notices

Notices under a Contract will be in writing and sent i) in the case of the Subscriber to their last known address and ii) in the case of GBR to their contact address as shown on the Website. They may be given, and will be deemed received:

12.5.1 by first-class post: two Business Days after posting;

12.5.2 by airmail: seven Business Days after posting;

12.5.3 by hand: on delivery; and

12.5.4 by e-mail: on receipt of a delivery or read receipt mail from the correct address.

12.6 Waiver

No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

12.7 Cumulative remedies

The rights and remedies provided in the Contract for either party are cumulative and not exclusive of any rights and remedies provided by law.

12.8 Rights of third parties

Except as provided in clause 11.1 the Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.9 Priority

The terms of these Conditions prevail over those of the Website except to the extent that a provision to be overridden is specifically identified and the intention for the Contract to amend the provision is clearly expressed.

12.10 Entire agreement

The parties agree that this agreement constitutes the entire agreement between them in respect of its subject matter. Each party acknowledges that it has not entered into this agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this agreement.

12.11 Succession

The Contract will bind and benefit each party’s permitted assigns, successors and personal representatives.

12.12 Governing law and jurisdiction

The Contract will be governed by the law of England and Wales and the parties agree that disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE SERVICE DESCRIPTION

Peer Exchanges – GBR facilitation of peer-to-peer community connections to aide benchmarking and stimulate innovation.
Research Queries – Bespoke Research and Benchmarkingwhich we can undertake within the community, on your behalf, to provide the specific information you need for your business.
WorX Meetings – Bringing together 50 + senior professionals that are interactive and allow attendees to both listen to and engage with global leaders throughout the membership term.
Premium Research – Access to the entire GBR library of research covering the most pressing challenges impacting the future of Manufacturing.
Webinars/Huddles – Regular webinar and virtual huddles programmeenabling dispersed teams to participate in the discussion.
Strategy Calls – Advisory and Guidance supportservice on challenges, areas of focus and priorities
Development of your manufacturing communitythrough fresh outside thinking, new insights and extended networking with peers

The GBR Hub – Our unique portal gives members full access to our research library, practical tools, gamification and access to our Virtual Learning Centre.