Terms & Conditions
All orders for services are accepted by The Industry Technology Facilitator subject to these terms and conditions of sale (the “Agreement”).
For the purpose of this Agreement:
The Industry Technology Facilitator (“ITF”), shall mean a not for profit organisation, located at its offices within The Enterprise Centre, Aberdeen Science & Energy Park, Exploration Drive, Aberdeen, AB23 8GX, United Kingdom.
“Associate Developer” shall mean a small or medium sized enterprise (“SME”) that is active in technology development and qualifies under any one of the following three categories (“SME Category”): (1) Micro – headcount of 0-9 employees; (2) Small – headcount of 10-49 employees; (3) Medium – headcount of 50-250 employees. Where a SME Category changes at any point during the Innovation Network, the Associate Developer will be required to contact ITF as soon as possible in order to change the SME Category before the next Billing Cycle (defined at Clause 4) occurs.
“GoCardless” shall mean an online direct debit provider.
“Innovation Network”, accessed via http://network.itfenergy.com/, shall mean an online public domain community of Associate Developers which offers a technology platform to showcase their company and technology innovations to ITF Members and ITF non-Members.
“ITF Member” shall mean a fully paid-up member of ITF at the date of booking, which shall include any holding company or subsidiary of the ITF Member, “holding company” and “subsidiary” having the meanings set out in s.1159 of the Companies Act 2006. For a list of current ITF Members, please see: http://www.itfenergy.com/members/view/.
“ITF non-Member” shall mean any other company that is not an Associate Developer or ITF Member.
“ITF Showcase” shall mean an annual technology conference and exhibition event held by ITF.
“Participants” shall mean Associate Developers, ITF Members and ITF non-Members.
“Subscribers” shall mean Associate Developers and ITF non-Members only.
The Innovation Network is available to:
(i) ITF Members who will have full access to the Innovation Network, free of charge.
(ii) Subscribers as part of a subscription service. Subscribers must choose from one of three Innovation Network tiers which each have a corresponding level of access and range of benefits: (1) Basic, (2) Premium or (3) Elite. For more details of each Innovation Network tier, please refer to http://network.itfenergy.com/join/.
The Innovation Network shall be subject to the following prices and payment options which will vary according to the SME Category of an Associate Developer and the selected Innovation Network tier of a Subscriber:
Associate Developers shall be entitled to attend the conference and/or exhibit at ITF’s Showcase at a reduced price which will vary according to the selected Innovation Network tier:
**Early booking is encouraged. ITF will hold a limited number of free stands for Elite Associate Developers. Please contact ITF before 15th December to take advantage of this benefit. For Basic and Premium Associate Developers, the reduced stand price will only be available until 15th December.
All prices quoted are net of taxes including, but not limited to, VAT, importation duty and other levies that may be applicable. If extra expense is incurred as a result of the Subscriber's instructions, ITF shall be entitled to recover such extra expense from the Subscriber.
Prices are ITF prices ruling at the date of placement of order. ITF, in its sole discretion and at any time, may modify the prices. Any change to the prices will become effective at the end of the then-current Billing Cycle (defined below). ITF will provide the Subscriber with a reasonable prior written notice of any change in prices to give the Subscriber an opportunity to terminate their subscription to the Innovation Network before such change becomes effective. The Subscriber’s continued use of the Innovation Network after the price change comes into effect constitutes the Subscriber’s agreement to pay the modified amount.
3) Placement & Confirmation of Order
Orders shall be placed via an online booking form which must be completed and signed by an authorised person. This order shall be binding.
The Subscriber shall provide ITF with accurate and complete billing information including full name, address, post code, telephone number and valid payment information. By submitting this information at the time of booking, Subscribers are setting up a secure direct debit connection to ITF’s bank account via GoCardless. For details of GoCardless’ terms and conditions, please refer to https://gocardless.com/legal/customers/.
After receiving an order, ITF shall acknowledge receipt within 72 hours. ITF reserves the right to decline any order that in its sole belief is inappropriate, may cause offence or harm, or is not relevant to the Innovation Network and ITF shall not be obliged to disclose the reasons for refusal.
Associate Developers booking stands and/or conference tickets at the ITF Showcase only: Please refer to the separate terms and conditions [https://showcase.itfenergy.com/event-terms-and-conditions/terms-and-conditions/].
4) Terms of Payment
Subscribers will be billed in advance on a recurring and periodic basis (“Billing Cycle”) commencing from the date of ITF’s acknowledgement of the order. The Billing Cycle shall be set either on a monthly or an annual basis. Regardless of the monthly or annual payment option selected, Subscribers are committed to a full 12 month period (“Subscription Period”). At the end of the Subscription Period, the subscription will automatically renew under the exact same conditions unless cancelled by either the Subscriber or ITF by providing notice in accordance with Clause 10.
Once an order has been acknowledged by ITF, the payment will be processed via GoCardless. By submitting payment information at the time of booking, the Subscriber automatically authorises ITF, via GoCardless, to charge all prices incurred through the Subscriber’s account to any such payment instruments. Should automatic billing fail to occur for any reason, ITF will issue an electronic invoice indicating that the Subscriber must proceed manually, within a certain deadline date, with the full payment corresponding to the Billing Cycle as indicated on the invoice.
In the event that payment is not received within 30 days, ITF reserves the right to restrict access to the Innovation Network and/or to suspend any Subscriber benefits until payment is received. If payment is subsequently made then there will be no extension of a Subscriber’s benefits to cover the period during which the Subscriber benefits were restricted and/or suspended. If payment is not received within 60 days from date of invoice, ITF reserves the right to remove the Subscriber’s profile from the Innovation Network entirely and access to the Innovation Network will be prohibited.
5) Change of Order and Cancellation
In the event that the Subscriber wishes to alter their Innovation Network tier, then this shall be subject to the agreement of ITF.
In the event that the Subscriber wishes to cancel their order, then the Subscriber is required to provide 30 days written notice to ITF before the end of the Subscription Period. Payments made are non-refundable and any outstanding payments for the remainder of the Subscription Period must be paid by the Subscriber to ITF in full before a cancellation will be accepted. Once ITF has confirmed cancellation of the order, the Subscriber should also cancel the GoCardless direct debit payments.
ITF reserves the right to terminate or suspend a Participant’s access to the Innovation Network, without prior notice or liability, for any reason whatsoever, including without limitation if the Participant breaches this Agreement. Upon termination, the Participant’s right to use the Innovation Network will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions warranty disclaimers, indemnity and limitations of liability.
6) Acceptable Use
In order to access the Innovation Network, Participants will be provided with a mechanism to choose their own username and password to manage their Innovation Network profile.
It is the Participant’s responsibility to safeguard their username and password and for any activities or actions under the Participant’s profile. Unless expressly agreed by ITF, the Participant agrees not to disclose the username and password to any third party and must notify ITF immediately upon becoming aware of any breach of security or unauthorised use of the Participant’s profile.
The Participant’s use of and any interactions with the Innovation Network do not imply endorsement of any kind by ITF. Participants may not at any time use the Innovation Network in promotional activities or to endorse any activity or product without prior written consent.
The Participant agrees to defend, indemnify and hold harmless ITF and their employees, contractors, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees), resulting from or arising out of a) the Participant’s use and access of the Innovation Network, by the Participant or any person using the Participant’s username and password, or b) a breach of this Agreement.
8) Limitation of Liability
In no event shall ITF, nor its employees, contractors, officers and directors be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) the Participant’s access to, use of, or inability to access or use the Innovation Network; (ii) any conduct or content of any third party on the Innovation Network; (iii) any content obtained from the Innovation Network; and (iv) unauthorised access, use or alteration of the Participant’s transmission or content, whether based on warranty, contract, delict (including negligence) or any other legal theory, whether or not ITF has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
The Participant’s use of the Innovation Network is at the Participant’s sole risk. The Innovation Network is provided on an ‘AS IS’ and ‘AS AVAILABLE’ basis. The Innovation Network is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. ITF does not warrant that a) the Innovation Network will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Innovation Network is free of viruses or other harmful components; or (d) the results of using the Innovation Network will meet the Participant’s requirements.
Any notice to be given by either a Participant or ITF to the other under this Agreement must be by e-mail addressed to the other party at the email address provided in the order. In the case of ITF, the email address shall be firstname.lastname@example.org
11) Transfer of Rights and Obligations
The Participant may not assign, charge, sub-contract or otherwise transfer this Agreement, or any of its rights or obligations arising under this Agreement without the prior written consent of ITF.
ITF may assign, charge, sub-contract or otherwise transfer this Agreement, or any of its rights or obligations arising under this Agreement, at any time providing such action does not serve to reduce the guarantees benefiting the Participant under this Agreement.
12) Force Majeure
If the performance of this Agreement shall be delayed by any circumstances or conditions beyond the reasonable control of ITF including (but without prejudice to the generality of the foregoing): (i) strikes, lock outs or other industrial action, (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, (iv) non-availability or shortage of materials or labour, (v) cyber-attack, (vi) the acts, decrees, legislation, regulations or restrictions of any government, then ITF shall have the right to suspend further performance of this Agreement until such time as the cause of the delay shall no longer be present.
If the performance of this Agreement by ITF shall be prevented by any such circumstances or conditions beyond the control of ITF, then ITF shall have the right to be discharged from further performance of and the liability under this Agreement. If ITF exercises such right the Subscriber shall remain liable for the contract price.
None of the terms and conditions of this Agreement shall be considered to be waived, whether by conduct or otherwise, by either party unless a waiver is given in writing by one party to the other in accordance with Clause 10.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid or unenforceable provisions or portion thereof shall be deemed omitted.
15) Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto with respect to the Innovation Network and supersedes all prior negotiations, representations or agreements related to this Agreement, either written or oral.
ITF reserves the right, at ITF’s sole discretion, to modify or replace these terms at any time. If a revision is material, ITF will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at ITF’s sole discretion. By continuing to access or use the Innovation Network after those revisions become effective, the Participant agrees to be bound by the revised terms. If the Participant does not agree to the new terms, the Participant must stop using the Innovation Network and inform ITF in accordance with Clause 10.
18) Governing Law and Jurisdiction
This Agreement shall be subject to and interpreted in accordance with the laws of England and both ITF and the Participant agree to submit to the exclusive jurisdiction of the English courts.