This document sets out the terms and conditions (“Terms”) which shall applyto you when you access and use:
whether you are just visiting the Website or logging on to the Platform as an Authorised Person (as defined below).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE AND PLATFORM. BY ACCESSING THE WEBSITE OR PLATFORM IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR WEBSITE OR PLATFORM.
IFYOU ARE ACCESSING AND USING THE PLATFORM AS AN AUTHORISED PERSON, YOU WARRANT THAT YOU ARE AUTHORISED TO ACCESS AND USE THE PLATFORM BY YOUR MEMBER ORGANISATION. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS SET OUT IN THESE TERMS APPLY TO AUTHORISED PERSONS. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU DIRECTLY.
We recommend that you download and save a copy of these Terms for future reference.
The Website and Platform is owned and managed by IPG. If you have any queries regarding these Terms, please contact us using the following details:
[INSERT CONTACT DETAILS]
These Terms are split into two sections:
The following words and expressions used in these Terms shall have the following meanings:
These Section One Terms apply to all users of the Website and/or Platform, whether you are a Visitor, Member or Authorised Person.
These Terms refer to the following additional terms, which also apply to your use of our Website and Platform:
We may amend these Terms from time totime. Please check to ensure you understand the terms that apply from time totime. We will notify you of updates to these Terms via our Website, and if you are a Member/Authorised Person we will additionally notify you of any major updates to these Terms using the email address you have provided to access thePlatform.
We may update and changeour Website and Platform from time to time to reflect changes to our services,our Members’ needs and our organisation’s priorities.
Our Website is made available free of charge. However, access to our Platform is subject to your organisation beingor becoming a Member (in accordance with the terms set out in Section 2 below).
We do not guarantee that our Website, Platform,or any content on it, will always be available or uninterrupted. We may need tosuspend or withdraw or restrict the availability of all or any part of our Websiteand / or Platform for business and operational reasons.
If you are a Member, we shall usec ommercially reasonable endeavours to make the Platform and Membership Access available to you at all times. If we need to suspend or withdraw or restrict any part of the Platform, we will try to give you reasonable notice of this.
Our ability to provide Membership Access and make the Platform available may be impaired by conditions or circumstances that are beyond our control such as (without limitation) disruptions by third party service providers. In such circumstances we will notify you (where appropriate)and take reasonable action to minimise the disruption caused, but some interruptions may be unavoidable.
You shall:
IPG reserves the right, in its sole discretion, totake any action that it deems necessary and appropriate in the event itconsiders that there is an actual breach or threatened breach of the Terms setout in this paragraph 5.
We are the owner or the licensee ofall Intellectual Property Rights in our Website, and in the content and materialpublished on it. Those works are protected by copyright laws and treatiesaround the world. All such rights are reserved.
The IPG logo is an EU registered trade mark (number EU004464541) and a UK registeredtrade mark (number UK00904464541) belonging to IPG. You are not permitted touse the trade marks without our approval.
Unless otherwise expressly set out to the contrary,nothing in these Terms shall serve to transfer any Intellectual Property Rightsowned by and/or licensed to IPG, and all rights, title and interest in and tosuch Intellectual Property Rights will remain exclusively with IPG and/or itslicensors.
Except to the extent permitted in paragraph 7 and Section2 below, you are expressly prohibited from:
You may print off copies, and maydownload extracts, of any page(s) from our Website, and from our Platform if you are aMember or Authorised Person, for your own use and you may draw the attention ofothers to content posted on our Website via appropriate social media platformsand / or by sharing links with interested parties in accordance with paragraph12.
You must not modify the paper ordigital copies of any materials you have printed off or downloaded in any way,and you must not use any illustrations, photographs, video or audio sequencesor any graphics separately from any accompanying text.
Our status (and that of any identifiedcontributors) as the authors of content on our Website and Platform must always be acknowledged.
You must not use any part of thecontent on our Websiteor Platform for commercial purposes without obtaining a licence to do so fromus.
When we upload or post content (e.g. publications, information aboutMembers) to our Website, you grant us the following rights to usethat content:
If you print off, copy, download,share or repost any part of our Website and/or Platform in breach of these Terms,your right to use our Websiteand Platform willcease immediately and you must, at our option, return or destroy any copies ofthe materials you have made (except that you are permitted to print off and keep a copy of these Terms).
Publications posted on our Website are created by our Members or former members. All views, advice, opinions, recommendations and statements included in these publications are strictly those of the author(s) and do not necessarily reflect the views of IPG. IPG is not responsible under any circumstances for the accuracy of the content in the publications nor your reliance on any information contained therein.
Our own content on our Website (including but not limited to newsletters andpublications) is provided for general information only. Itis not intended to amount to advice on which you should rely. You must obtainprofessional or specialist advice before taking, or refraining from, any actionon the basis of the content on our Website.
Although we make reasonable efforts toupdate the information on our Website,we make no representations, warranties or guarantees, whether express orimplied, that the content on our site is accurate, complete or up to date.
Where our Website containslinks to our Members’ websites or other sites and resources these links areprovided for your information only. Such links should not be interpreted asapproval by us of those linked websites or information you may obtain fromthem.
We have no control over the contentsof those sites or resources and we accept no responsibility for the availability,suitability, reliability or content of such Memberor third-partysites and resources.
You shall not conduct, facilitate,authorise or permit any text or data mining or web scraping in relation to our Website, Platform or any servicesprovided via, or in relation to, our Website or Platform for any purpose, including thedevelopment, training, fine-tuning or validation of AI systems or models. Thisincludes using (or permitting, authorising or attempting the use of):
The provisions in this paragraph 11.1should be treated as an express reservation of our rights in this regard,including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU)2019/790).
You shall not use, and we do notconsent to the use of, our Website and Platform, or anydata published by, or contained in, or accessible via, our Website and Platform or anyservices provided via, or in relation to, our Website and Platform for the purposes of developing,training, fine-tuning or validating any AI system or model or for any otherpurposes not explicitly set out in these Terms.
This paragraph 11.2 shall notapply insofar as (but only to the extent that) we are unable to exclude orlimit text or data mining or web scraping activity by contract under laws whichare applicable to us.
You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. Our Website must not be framed on any other site.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on ourpart where none exists.
We reserve the right to withdraw linking permission in general or in specific instances without notice.
If you wish to link to or make any use of content on our Website other than as set out above, please contact us using the details provided at the beginning of these Terms.
We do not guarantee that our Website and Platform will besecure or free from bugs or viruses.
You are responsible for configuringyour information technology, computer programs and platform to access our Website and Platform.You should use your own virus protection software.
You must not misuse our Website and Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with our Website, Platform, or any part of it. You must not attempt to gain unauthorised access to our Website or Platform, the server on which our Website is stored, or any server, computer or database connected to our Website or any other equipment or network connected with our Website. You must not interfere with, damage or disrupt any software used in the provision of our site or any equipment or network or software owned or used by any third party on which this Website relies in any way. You must not attack our Website or Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website and Platform will cease immediately.
Our Website is not intendedfor consumers. However, whether you are a consumer or business user:
IPG shall not incur anyliability to any user (i.e. Visitor, Member or Authorised Staff) on account ofany loss or damage resulting from any delay or failure to comply with all orany part of these Terms if such delay or failure is caused by circumstances reasonablybeyond the control of IPG.
IPG shall not be responsible under anycircumstances if you are unable to access the Website or Platform due to anysoftware and hardware features, settings or functionality of your personalcomputer / device.
Subject to paragraph 14.1 and to the maximum extent permitted by law, IPG excludes allrepresentations, warranties, obligations and liabilities in connection with theinformation provided through the Website and/or the Platform, including but notlimited to warranties of satisfactory quality, non-accuracy, completeness,reliability, fitness for a particular purpose or otherwise.
These Terms their subject matterand their formation (and any non-contractual disputes or claims) are governedby English law. We all agree to the exclusive jurisdiction of the courts ofEngland and Wales save that we may issue enforcement proceedings or pursueequitable remedies (including injunctions) in any court of competent jurisdiction.
We may transfer our rights and obligations under these Terms to another organisation. If you are a Member,we will always tell you in writing if this happens and we will ensure that thetransfer will not affect your rights under the Contract.
If any part of these Termsis held to be unenforceable, that part shall, where possible, be amended to theextent required to give effect to the intent of the parties, and the remainingTerms shall continue in full force and effect.
These Terms do not give rise to any rights under the Contracts(Rights of Third Parties) Act 1999 to enforce any Terms set out herein.
You should print and keep acopy of these Terms, which, as updated from time to time, form the entireagreement between you and IPG and supersede any other communications in respectof the Platform.
No delay in exercising ornon-exercise by you and/or IPG of any rights under or in connection with theseTerms shall operate as a waiver or release of each of your or IPG’srights. Rather, any such waiver or release must be specifically granted inwriting signed by the party granting it.
These Section Two terms shall apply to all Members and Authorised Persons and are inaddition to the general terms at Section One.
To be come a Member, the following application procedure shallapply.
IPG will providey ou with details of the Joining Fee, Membership Fees and further relevant information during the application process.
You acknowledge and agree that regardless of whether you have beenapproached by IPG or you have approached IPG to apply to become a Member, final acceptance of your application to become a Member shall be in IPG’s sole discretion.
Upon acceptance by IPG tobecome a Member and in consideration for the payment of the Joining Fee and Membership Fees, IPG shall provide Membership Access for the duration of the Contract.
The date for thecommencement of a Member’s Contract with IPG shall be the date on which you areregistered as a Member with IPG, and such Contract shall be effective and inforce until terminated by either party in accordance with these Terms.
Each Member shall berequired to appoint at least one Authorised Person who shall also be ourprimary contact person for the duration of the membership.
You undertake to promptlyinform us or make the necessary changes on your account in the event that anyinformation that you or an Authorised Person has provided to us changes orbecomes inaccurate.
If an Authorised Person isno longer authorised by its Member organisation, the Member or any otherAuthorised Person must immediately notify us so that we can terminate suchindividual’s Membership Access.
Once an organisation is accepted andregistered as a Member, the Member’s primary contact shall be required toprovide us with the contact details (i.e. name and e-mail address) of each AuthorisedPerson.
We will provide a verification link toeach Authorised Person to activate their Membership Access.
If you (i.e. the Authorised Person) choose,or you are provided with, a user identification code, password or any otherpiece of information as part of our security procedures for your Membership Access,you must treat such information as confidential. You must not disclose it toany third party.
We have the right to disable any useridentification code or password, whether chosen by you or allocated by us, atany time, if in our reasonable opinion you have failed to comply with any ofthe provisions of these Terms.
If you know or suspect that anyoneother than you knows your user identification code or password, you must promptly notify us at Elke.Bockisch@ipg-online.org or anyother email address notified to you for this purpose from time to time.
Wheneveryou make use of a feature that allows you to create content directly on our Websiteor Platform, upload or share content to our Website or Platform, you mustcomply with the standards set out in paragraph 21.2 – 21.8.
You warrant, represent and undertake that any contribution / content uploaded by you:
you are liable to us and shall be required to indemnify us for any loss or damage suffered as a result of your breach of thisclause 21.2.
When uploading content, documentation, information and/or other materials onto the Website or Platform, you must ensure that any Intellectual Property Rights and confidentiality obligations in respect of Confidential Information you wish to protect are highlighted and notified to other users of the Website or Platform. We shall not be liable under any circumstances for the manner in which any content, documentation, information and/or other materials are used by other Visitors, Members or Authorised Persons.
We will consider any content you upload to our Platform to be proprietary to you.Y ou shall remain the owner of your content, documentation, information and/orother materials uploaded by you but you hereby grant us a licence to use, store and copy that content, documentation, information and/or other materials and to distribute and make it available to other individuals in our Member organisations in the same way such access is offered to you to their content inthese Terms, and in accordance with 21.5 below.
For any content, documentation, information and/or other materials you upload to our Website, you may choose whether you wish for such content, documentation, informationand/or other materials to be publicly available (i.e. accessible to Visitors ofthe Website) or only privately available (i.e. only accessible to Members andAuthorised Persons on the Platform). You acknowledge and agree that you areaware that any content documentation, information and/or other materialspublished on the Website that is publicly available shall not be consideredconfidential.
We also have the right to disclose your identity to anyone who is claiming that anycontent, documentation, information and/or other materials posted oruploaded by you to our Website or Platform violates their Intellectual PropertyRights or their right to privacy.
We have the right to remove any posting you make on our Website or Platform if, in ouropinion, your post does not comply with these Terms.
You acknowledge and agree that as an Authorised Person, you will have access toproprietary and Confidential Information belonging to other Members and AuthorisedPersons. You must not at any time (including after termination) share any ConfidentialInformation to which you have (or have had) access within the Platform in anymanner not authorised by these Terms.
You must not use any content, documentation, materials and/or information to which youhave (or have had) access in a manner that will infringe the IntellectualProperty Rights and/or breach the confidentiality of the relevant owner. Where you are unsure, you must ensure that you seek the relevant permissions from theowner.
We may from time to time request your feedback or testimonials. You may give us honestfeedback, but you may not criticise any identifiable individual publicly. Whereyou provide feedback or a testimonial about IPG or the Platform, you grant us alicence to publish it on our Website. Where we opt to publish the feedback ortestimonial, we will request your consent to publish your identity. However, ifyou do not consent, we will anonymise it prior to publication.
If you wish to contact us in relation to content you have uploaded to our Platform thatwe have taken down, or in relation to content uploaded by another Authorised Person, please contact us .
IPG grants hereby grants each Member a limited,non-exclusive, worldwide, non-transferable, non-sub-licensable license to copyand display the trade marks identified in paragraph 6.2 on the Member’s websiteand in e-mail signatures of the Member’s personnel. If you wish to copy and display our trade marks as permitted by this paragraph 22.1, please contact us.
The rights granted in paragraph 22.1 shall terminate immediately upon termination of the Contract for any reason or if IPG notifies the Member that it can nolonger use the trade marks, in which case the Member (and all its personnel)shall immediately cease use of the trade marks.
The Member shall be responsible for ensuringthat all its personnel comply with this clause 22.
Members will be required to pay a Joining Fee upon acceptance of their Membership application and subsequent registration by IPG.
Where a Member’s Contract commences part way through a Membership Year, the Membership Fees for the first Membership Year will be pro-rated up to the end of that Membership Year.
Membership Fees shall be payable annually in advance for each MembershipYear. IPG shall invoice a Member by email to the Member’s primary contact person upon commencement of the Contract and thereafter on 6 January each year and payment must be made within 30 days of receipt of suchinvoice in accordance with the details provided in the invoice.
Authorised Persons shall only be granted Membership Access once we have received the payment of the Joining Fee and Membership Fees. Without prejudice to any other rights andremedies IPG may have, if a Member delays in making payment, IPG reserves the right to:
The Joining Fee and all MembershipFees are exclusive of value added tax or any other sales tax (if applicable) and non-refundable.
Subject to paragraph 24.3 and unless otherwiseexpressly set out in these Terms, our Contract with you shall remain in forcefor the duration of your registration as a Member of IPG.
A Member or IPG may terminate their membershipfor any reason upon written notice to the relevant party by no later than 1 October of the relevant Membership Year. In this case, their Membership shallterminate once the duration for which the Membership Access has been paid forexpires.
IPG reserves the right to suspend and/orterminate its Contract with Member and/or suspend Authorised Person’sMembership Access immediately and with no liability to you, if IPG believes that:
If your Contract with IPG and/or Membership Accessto the Platform has been terminated (in whole or in part) in accordance withthese Terms, your access to the Platform shall cease from the date thetermination is due to come into effect. Upon termination for any reason:
IPG’s maximum aggregateliability to you under any claim arising from or in connection with yourContract, whether arising in contract, tort (including negligence) orotherwise, shall not exceed the amount you have paid in Membership Fees to IPGin accordance with these Terms in the 3 months preceding the date of the claim.
Subject to paragraph 14.1, IPG will under no circumstances whatever be liable to you for
In the event that a claim or action is brought against IPG in connection with or arising from your activities or use/misuse of your Membership Access and/or the Platform, including any breach by you of these Terms or any charges or complaints made by other parties against you, you agree to pay, hold harmless and defend IPG in such claim or action. You also agree not to make any admissions of liability without the express consent of IPG, and to co-operate as required by IPG in the defence of any claim and allow IPG to assume the exclusive defence and control of such matter.
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