1. INTERPRETATION
The following definitions shall apply to this Agreement:
i) 'the Pump Centre' means the technology club designed to provide independent expertise, and a forum for the exchange of ideas and issues, associated with all aspects of pumps, pump systems and related plant and equipment;
ii) 'the Member' means the organisation subscribing to membership of the Pump Centre;
iii) 'the Operator' means the organisation, namely Arcadis Consulting (UK) Ltd, that is responsible for the management, promotion and operation of the Pump Centre;
iv) 'the Members Council' means the body established to help formulate the collaborative strategy of the Pump Centre on behalf of the members which comprises elected representatives of the members.
v) 'Membership Year' means any period of twelve (12) months commencing on the Joining Date.
vi) 'Joining Date' means the date on which the Operator notifies the Member in writing that it has accepted the Member's Application to join the Pump Centre;
2) COMMENCEMENT
i) Forthwith upon the Joining Date, an Agreement ('this Agreement') is created between the Operator and the Member on the terms herein contained.
3) CHARACTER AND EXTENT OF SERVICES
i) The Operator shall provide the Member with services which are appropriate to the category of membership stated in the Member's Application to join the Pump Centre. The type and extent of the services offered in each membership category shall be as defined in the current “services to members” leaflet.
ii) The Operator shall assist the members of the Members Council, as appropriate, to develop any collaborative projects supported by the Members.
4) USE OF INFORMATION AND CONFIDENTIALITY
i) Subject to any pre-existing rights of the Member, or any third party, if any employee or agent of the Operator in the course of any activity in the management and operation of the Pump Centre makes any discovery (which term shall include any invention) solely arising therefrom the Operator shall disclose such discovery to the Member and shall, if so requested by the Member within six (6) months of such disclosure, grant to the Member an irrevocable royalty free, non exclusive license to use such discovery for any purpose.
ii) Certain information (including computer software) provided by the Operator hereunder will be designated as confidential by the use of the legend 'Restricted Commercial'. The Member may use such information in the course of conducting its business but undertakes not to publish or to disclose (except to persons in its employment) such designated information.
iii) Any or all of the members of the Pump Centre may choose to disclose to each other and/or the Operator information (other than that referred to in Sub-clause (ii) of this Clause) which information may be designated in writing as confidential. Information so disclosed shall be treated by the recipient as being received in confidence and shall not be disclosed to any other party.
iv) The provisions of Sub-clauses (ii) and (iii) of this Clause shall not apply to any such information as any recipient can show:
a) was at the time of disclosure published or otherwise in the public domain;
b) after disclosure becomes generally available to the public otherwise than through any act or omission on the part of the recipient;
c) was already in the recipient's possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party; or
d) was lawfully acquired from others who had full rights to disclose it to the recipient.
v) The Operator shall not be liable for any use of any information for any purpose other than that for which it was originally prepared.
5) MEMBERSHIP SUBSCRIPTIONS
i) On the Joining Date, the Operator shall invoice the Member for payment of a fee which is based on the subscription fee for the current Membership Year.
ii) The Operator shall invoice the Member for payment of the current annual subscription fee on or before the anniversary of their Joining Date.
iii) The Operator reserves the right to vary the annual subscription fee. If required, a change to the fee will be made, once a year, on the 1st April. Members will be made aware of the current annual subscription fee prior to joining or renewal.
iv) The Member shall pay each invoice submitted by the Operator hereunder within thirty (30) days of receipt of such invoice by the Member, unless otherwise agreed in writing by the operator.
v) The Member can terminate their membership at the end of their current Membership Year by contacting the Pump Centre in writing.
6) LIABILITY
i) Whilst every reasonable effort shall be made to ensure that any information supplied to the Member is accurate, the Operator makes no warranty with respect to the accuracy or use of reports, drawings, design data, computer software or other information disclosed or delivered to the Member.
ii) The Member shall assume full responsibility and hold the Operator harmless against any loss, costs, claims or damages that the Member may incur as a result of use by the Member or any third party (including any employee of the Member) of any reports, drawings, design data, computer software, other information or services received from the Operator.
iii) The Operator shall not be liable in any circumstances whatsoever for any failure to perform any obligations hereunder where such failure is due to any cause beyond the reasonable control of the Operator.
iv) The Member agrees that the Operator’s maximum liability in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with this Agreement shall be limited in total to the lesser of £50,000 or a sum equivalent to ten times the annual subscription fee (applicable the year the act or omission alleged to have caused the loss in question).
v) This Clause 6 shall not apply to any liability which the Operator may have in relation to death or personal injury caused by the Operator’s negligence or to any other liability which by law cannot be excluded or limited.
7) TERMINATION
i) The Member may terminate this Agreement at any and its membership of the Pump Centre at the end of their current Membership Year by contacting the Pump Centre in writing.
ii) The Operator shall have the right to terminate this Agreement forthwith by written notice if the Member shall persist in a remediable breach of this Agreement for twenty-eight (28) days after written notice from the Operator specifying the breach.
iii) After termination of this Agreement, the Operator shall be under no obligation to provide any information or services whatsoever to the Member in respect of the Pump Centre.
iv) Clauses 4 and 6 hereof shall survive the termination or expiry of this Agreement.
8) AMENDMENTS
i) No modification expressed to be an amendment to this Agreement shall have any effect unless made in writing and signed by an authorised officer of Arcadis Consulting UK and an authorised officer of the Member.
9) ANTI-TRUST GUIDANCE
i) The Pump Centre supports the principle of free enterprise and fair competition as a basis for conducting its business and observes applicable competition laws and regulations. Members must agree that they will use reasonable endeavours to comply with good practice during Pump Centre meetings.
Where appropriate, as a reminder of good practice the Pump Centre may:
• include on the meeting agenda a competition caution;
• have a competition caution read out by the chairman of the meeting; and
• include the competition caution in the minutes of the meeting.
A competition caution is intended to be used in a meeting with competitors to remind the parties of their responsibility to comply with antitrust law during the formal meeting and informal discussions.
10) LAW
i) This Agreement shall in all respects be construed as an agreement made in England and subject to the laws of England and to the sole jurisdiction of the Courts of England.
ii) The information and services provided by the Operator are for the Member’s benefit only. No third party shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
iii) The Pump Centre does not tolerate bribery and corruption in any form, whether giving or receiving a bribe and whether committed by its Members or their partners, employees, agents or associates. Either the Operator or the Member may terminate this Agreement immediately in the event that the other commits an act of bribery or corruption which constitutes an offence under any law such as the US Foreign Corrupt Practices Act, the Bribery Act (UK) 2010 or the laws of any jurisdiction implementing the OECD Convention of Combating Bribery of Foreign Public Official in International Business Transactions.
iv) The Operator is wholly owned by Arcadis NV and operates as an independent entity within the Arcadis group of companies. The Member commits to and carries out its business in accordance with principles which are consistent with the Arcadis General Business Principles ("AGBP"), which can be found on the Arcadis website (https://www.arcadis.com/en/united-kingdom/who-we-are/business-practices/arcadis-general-business-principles/).