MEMBERSHIP AGREEMENT (“Agreement”)
BETWEEN:-
(1) ROTHAMSTED ENTERPRISES LIMITED whose registered office is at West Common, Harpenden, Hertfordshire, AL5 2JQ and registered number is 03726930
(2) MEMBER – the person or entity identified as the member in the membership agreement form, whose name, registration number (if applicable), and registered office or place of business address are set out in that form (the “Member”). Rothamsted Enterprises and the Member may be referred to in this Agreement collectively as the “Parties” or individually as a “Party”.
BACKGROUND:-
(A) Rothamsted Enterprises operates a membership programme, under which its members receive certain benefits and services subject to certain terms and conditions.
(B) Rothamsted Enterprises agrees to admit the Member into its membership programme on and subject to the terms and conditions of this Agreement, of which the Member accepts.
IT IS AGREED as follows:-
1. INTERPRETATION
1.1 In this Agreement:-
“Applicable Law” means all applicable laws, statutes, regulations, directives, legislative enactments, orders, binding decisions of a competent court or tribunal, rules, regulatory policies, guidelines, codes, permits and licences and other instruments having the force of law, which are in force from time to time during the term of the Agreement to which a Party is subject from time to time
“Booking System” means booking via the website via virtual membership website link which will be shared by Rothamsted Enterprises team member
“Business Day” means a day that is not a Saturday, Sunday or bank or public holiday that the Premises are open for normal business
“Business Hours” means the hours of 8.00am until 5.00pm on a Business Day, as such hours may be updated by Rothamsted Enterprises from time to time on notice to the Member
“Common Areas” means those areas of the Premises that Rothamsted Enterprises, at its discretion, decides to make available for common use by visitors and / or members to the Premises
“Confidential Information” means any information that the Member (or any of its employees, directors, or other representatives) receives or has access to pursuant to the Member’s access to the Premises including information which relates to the finances, business, intellectual property, collaborators, actual or future research projects, and other activities of Rothamsted Enterprises and / or any third party in whatever form, (including written, oral, visual or electronic), and which is, or which should reasonably be expected to be, of a confidential nature
“Data Protection Laws” means (a) any applicable law, statute, declaration, decree, legislative enactment, subordinate legislation regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of personal data to which a Party is subject including (I) GDPR; and (ii) UK Data Protection Legislation; and (b) any code of practice or guidance published by the ICO (or equivalent regulatory body) from time to time
“Designated Member Area” means those areas within the Premises where desks may be booked by the Member for use by the Member, as determined and which may be varied, relocated, or reconfigured by Rothamsted Enterprises at any time and from time to time at its sole discretion.
“Effective Date” means the effective date set out in the membership agreement form.
“Force Majeure Event” means in relation to either Party any event or circumstance which is beyond the reasonable control of that Party and which results in or causes the failure of that Party to perform any or all of its obligations under this Agreement including act of God, lightning, fire, storm, flood, earthquake, accumulation of snow or ice, lack of water arising from weather or environmental problems, pandemic, epidemic, strike, lockout or other industrial or student disturbance, act of the public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, sabotage, act of vandalism, prevention from or hindrance in obtaining in any way materials, energy or other supplies, explosion, fault or failure of plant or machinery (which could not have been prevented by good industry practice), governmental restraint, act of legislature and directive or legal requirement governing any Party, provided always that lack of funds shall not be interpreted as a cause beyond the reasonable control of that Party
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016
“Guest Wi-Fi” Rothamsted Enterprises s free guest Wi-Fi network, “Roth” or such other replacement network made available by Rothamsted Enterprises generally to guest visitors at the Premises from time to time
“ICO” means the Rothamsted Enterprises or any successor body which replaces it
“Induction Process” means the induction process which the Member will be required to complete prior to accessing Work desks, details of which will be provided to the Member by Rothamsted Enterprises.
“Initial Term” has the meaning given to it in Clause 3.1
“Insolvent” means if a Party becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors or where the Party is an individual, if a petition is presented for their bankruptcy or the sequestration of their estate or a criminal bankruptcy order is made against them, or they are apparently insolvent, or make any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignation for the benefit of creditors, or if an administrator or trustee is appointed to manage their affairs.
“Intellectual Property Rights” means any patents rights in inventions, rights in designs, trade marks, service marks, trade and business names, logos, get up and trade dress, rights in goodwill, rights to sue for passing off and/or unfair competition, copyright, moral rights and related rights, rights in computer software, rights in databases, topography rights, domain names, rights in information (including know-how and trade secrets) and the right to use, and protect the confidentiality of, confidential information, image rights and rights of publicity and all other similar or equivalent rights in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, and rights to claim priority from, such rights for their full term
“Losses” means any and all loss, liabilities, damages, compensation, awards, claims, proceedings, costs and other expenses including fines, penalties, interest, legal and other professional fees and expenses
“Membership Fee” means seven hundred and eighty pounds (£780) Sterling exclusive of VAT per Membership Year, as may be updated in accordance with Clause 6.7
“Membership Year” has the meaning given to it in Clause 3.2
“Membership Programme” means Rothamsted Campus membership programme run by the Rothamsted Enterprises under which it offers certain benefits to its members
“Membership Benefits” means those benefits set out in Part 1 of the Schedule (Membership Benefits)
“Permitted Use” means the ordinary business purposes of the Member
“Premises” means Rothamsted Enterprises, West Common, Harpenden, Hertfordshire, AL5 2JQ
“Schedule” means the schedule
in one (1) part annexed to this Agreement and which shall be deemed to form part of this Agreement
“Term” means the Initial Term and any successive Membership Years pursuant to Clause 3.2.
“UK Data Protection Legislation” means the Privacy and Electronic Communications Regulations 2003 (as amended by SI 2011 no. 6), the Data Protection Act 2018 and the GDPR as each is amended in accordance with the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended by SI 2020 no. 1586) and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (being referred to in this Agreement as “PECR”, the “DPA 2018” and the “UK GDPR” respectively)
“Rothamsted Enterprises Policies” means the policies, procedures and general regulations of the Rothamsted Enterprises notified by the Rothamsted Enterprises to the Member from time to time and as the same may be updated from time to time by the Rothamsted Enterprises
“VAT” means Value Added Tax or any equivalent tax which may be imposed in substitution for it or in addition to it
“Work desk” means an individual desk space within the Designated Member Area or meeting room within the Premises
“Work desk Allowance” means eight (8) days per Membership month
1.2 In interpreting this Agreement:-
1.2.1 references to Clauses, pages and the Schedule are to be Clauses, pages and the Schedule of this Agreement unless otherwise stated;
1.2.2 the Clause headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation;
1.2.3 words importing one gender shall be construed as importing any other gender;
1.2.4 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;
1.2.5 references to a “person” include any individual, firm, unincorporated association or body corporate;
1.2.6 words importing the singular shall be construed as importing the plural and vice versa;
1.2.7 references to laws and statutory provisions shall include reference to any subordinate legislation made pursuant thereto and shall be construed as referring to those laws, provisions and subordinate legislation as respectively amended or re-enacted from time to and
1.2.8 any obligation in this Agreement by the Member not to do any act or thing includes an obligation not to permit or suffer such act or thing to be done.
2. SCOPE OF THIS AGREEMENT
2.1 The Parties acknowledge and agree that the Member is a member of Rothamsted Enterprises Membership Programme on and subject to the terms of and conditions of this Agreement. The Member agrees that in order for it to retain its membership in the Membership Programme it is required to comply with, and continue to comply with, the terms and conditions of this Agreement.
2.2 The Member shall promptly provide Rothamsted Enterprises on request, with all co-operation, information, assistance, materials and resources that Rothamsted Enterprises may reasonably require in monitoring the Member’s compliance with this Agreement.
2.3 Rothamsted Enterprises shall make the Membership Benefits available to the Member on and subject to the terms and conditions of this Agreement.
3.TERM
3.1 This Agreement shall commence on the Effective Date and, subject to earlier termination of this Agreement in accordance with its terms, shall continue until 12 months after the Effective Date (“Initial Term”).
3.2 If a Party wishes this Agreement to terminate on expiry of the Initial Term, it must give not less than fourteen (14) days’ written notice of non-renewal to the other Party. If the Effective Date of this Agreement is less than 30 days before expiry of the Initial Term, then the first opportunity for non-renewal is twelve (12) months following expiry of the Initial Term.
3.3 Provided notice of non-renewal has not been received in accordance with Clause 2, this Agreement will automatically renew for a further twelve (12) months on expiry of the Initial Term (and continue to renew for successive twelve (12) month periods (each a “Membership Year”)) until either Party gives the other Party not less than 30 days notice of non-renewal prior to expiry of the then current Membership Year.
3.4 On giving of notice of non-renewal, this Agreement will automatically terminate at the end of the then current Membership Year.
4. WORK DESKS AND ACCESS TO PREMISES
4.1 Subject to Work desk availability, the Member may book a Work desk for use by the Member provided the Member has unused Work desk Allowance.
4.2 Rothamsted Enterprises makes no guarantee that the Premises will be open or a Work desk will be available for the Member to book on any particular Business Day and the Member’s right to use its Work desk Allowance is always subject to availability. Rothamsted Enterprises reserves the right to close (temporarily or permanently) or move the Premises, in whole or in part, or restrict access to same at its sole discretion.
4.3 If the Initial Term is less than twelve (12) months, the Work desk Allowance will be reduced on a pro-rata basis. If this is the case, Rothamsted Enterprises will confirm to the Member the Work desk Allowance that will apply during the Initial Term in advance of the Effective Date.
4.4 This Agreement does not give the Member a right of occupation (exclusive or non-exclusive) of any part of the Premises nor does this Agreement create a tenancy, licence or lease of the Premises and Rothamsted Enterprises shall be entitled at all times during the subsistence of this Agreement to exercise and do without any hindrance by the Member all such rights, acts and things in respect of the Premises as Rothamsted Enterprises may require.
4.5 The Member shall not:
4.5.1 use the Premises or a Work desk for any purpose other than the Permitted Use or out with Business Hours and shall vacate the Premises prior to the expiry of the Business Hours;
4.5.2 permit any third party to use the security pass issued to it by Rothamsted Enterprises for access to the Premises and shall take all reasonable care to prevent unauthorised access to and use of the security pass by any third party. If the pass is lost, stolen or misplaced or the Member has reason to believe this has happened, the Member will immediately notify the reception desk at the Premises. The Member must return the security pass issued to it before vacating the Premises;
4.5.3 use the Premises, or any other building within Rothamsted Enterprises campus, as its registered office address, principal place of business or correspondence address;
4.5.4 have mail, parcels or any other post sent to the Premises or any other building within the Rothamsted Enterprises campus;
4.5.5 with the exception of the Guest Wi-Fi, use any network, system or telephone line of Rothamsted Enterprises whilst making use of a Work desk;
4.5.6 use the Premises or any part of them in such a way as to cause any nuisance, obstruction, damage, disturbance, annoyance, inconvenience or interference to Rothamsted Enterprises, its staff or students or any other persons authorised by Rothamsted Enterprises to use the same;
4.5.7 do any act, matter or thing which would or might constitute a breach of any statutory requirement affecting the Premises or which would or might result in the insurance of the Premises being void or voidable;
4.5.8 use the Premises for any illegal purpose; and
4.5.9 permit any objectionable, dangerous, poisonous or explosive materials, goods or substances to be brought onto or discharged from the Premises.
4.5.10 Sublet the hotdesk to any other employee, company or party
4.6 The Member shall indemnify and keep indemnified and hold harmless Rothamsted Enterprises on demand from and against any and all Losses incurred or suffered by Rothamsted Enterprises arising from:
4.6.1 any injury to or the death of any person caused by the Member;
4.6.2 damage to the Premises or other property of Rothamsted Enterprises or any third party caused by the Member including damage to buildings, vehicles, and equipment; and
4.6.3 any breach of this Agreement by the Member.
4.7 Rothamsted Enterprises is unable to accept, and hereby excludes, any liability arising from any injury which the Member (or any of its employees, directors, officers or representatives, as applicable) may sustain at the Premises which arises from its or their own negligence or the negligence of some other person who is not a Rothamsted Enterprises employee, or for any loss or damage to the personal property of the Member (or any of its employees, directors, officers, or representatives as applicable).
5. MEMBER’S OBLIGATIONS
5.1 The Member shall:
5.1.1 comply with Rothamsted Enterprises Policies;
5.1.2 complete Rothamsted Enterprises Induction Process prior to gaining access to the Premises to exercise its right to use the Work desk Allowance;
5.1.3 complete Rothamsted Enterprises sign-in and security process for the purposes of gaining access to the Premises each time access is sought;
5.1.4 not use the name or logo of Rothamsted Enterprises nor the name or logo of Rothamsted Research, without the prior written consent of Rothamsted Enterprises which should be sought on each occasion;
5.1.5 comply with the instructions and directions of Rothamsted Enterprises from time to time;
5.1.6 at all times whilst on the Premises conduct itself in an acceptable and appropriate manner;
5.1.7 comply with Applicable Law in the exercise of its rights and performance of its obligations under this Agreement;
5.1.8 act respectfully towards Rothamsted Enterprises staff, students and visitors whilst on the Premises;
5.1.9 keep the Work desk that it uses clean and tidy and clear of rubbish and prior to vacating the Work desk on a Business Day, remove all of the Member’s goods, materials and other belongings, and leave the same in a clean and tidy condition; and
5.1.10 notify Rothamsted Enterprises promptly if it becomes aware of, or causes, any damage to a Work desk or to the Premises more generally.
5.2 If the Member fails to comply with any of the obligations set out in Clauses 5 or 5.1 or Rothamsted Enterprises has reasonable grounds to suspect the Member has failed to comply with any of those obligations, Rothamsted Enterprises reserves the right to suspend the Member’s access to any or all of the Membership Benefits until such time as the issue is resolved to the reasonable satisfaction of Rothamsted Enterprises.
5.3 The member shall always comply with the terms set out in Part 3 of this Agreement, which governs the permitted use and protection of the name “Rothamsted.” The Tenant shall not use the name “Rothamsted” in any form, including but not limited to business names, promotional materials, signage, or correspondence, without the prior written consent of the Landlord and in accordance with the provisions detailed in Part 3 . Any breach of this clause shall be deemed a material breach of this Agreement.
6. MEMBERSHIP FEE
6.1 In consideration of the provision of the Membership Benefits, the Member shall pay to Rothamsted Enterprises the Membership Fee each Membership Year.
6.2 Membership Fees shall be payable in advance and shall be based on a membership term of either three (3), six (6), or twelve (12) months, as selected by the Member at the commencement of the membership. The applicable Membership Fee shall be set out in the Membership Agreement.
6.3 If the Initial Term is less than twelve (12) months, the Membership Fee payable by the Member for the Initial Term shall be reduced on a pro-rata basis. Rothamsted Enterprises will notify the Member of what the Membership Fee will be during the Initial Term prior to the Effective Date and when payment is to be made.
6.4 The Member shall pay the Membership Fee without any deduction or set-off. Any payments by the Member shall be without prejudice to any claims or rights which the Member may have against Rothamsted Enterprises.
6.5 The member shall pay for the membership fee upfront via the Rothamsted Enterprises website link.
6.6 Any and all payments to be made to Rothamsted Enterprises under this Agreement are exclusive of VAT, which if applicable, the Member shall pay to Rothamsted Enterprises.
6.7 Rothamsted Enterprises may increase the Membership Fee annually, by giving not less than thirty (30) days’ notice of such increase to the Member prior to the start of the applicable Membership Year. The increase shall take effect at the start of that applicable Membership Year.
7. TERMINATION
If a Party commits a material breach of this Agreement which cannot be remedied or commits a material breach of this Agreement which can be remedied but fails to remedy that breach within thirty (30) days of a written notice setting out the breach and requiring it to be remedied being given by the other Party, the other Party may terminate this Agreement by giving not less than thirty (30) days’ written notice to that effect to the Party in breach.
7.1 Rothamsted Enterprises may terminate this Agreement:
7.1.1 at any time by giving to the Member not less than thirty (30) days’ written notice to that effect;
7.1.2 immediately on notice to the Member if the Member goes Insolvent; or
7.1.3 immediately on notice to the Member if the Member is in breach of the provisions of Clauses 5 or 5.1.
7.2 Termination of this Agreement pursuant to this Clause 7, Clause 2 or 13.5 is without prejudice to the rights and remedies of either Party against the other which may have accrued up to the date of such termination and shall not affect the continued operation of Clauses 4.6, 6, this Clause 7.3, 8, 9 to 12 (inclusive) 14, 15, and 17 which shall survive termination of this Agreement.
8. CONSEQUENCES OF TERMINATION
8.1 Upon termination of the Agreement (howsoever caused) the Member shall immediately cease its access to and use of the Premises and will no longer be able to access the Membership Benefits.
9. CONFIDENTIALITY
9.1 The Member undertakes for so long as the Confidential Information remains confidential in character:
9.1.1 to keep all such Confidential Information confidential;
9.1.2 not to communicate or otherwise make available any such Confidential Information to any third party except with specific prior written consent from Rothamsted Enterprises;
9.1.3 not to use, or allow to be used, Confidential Information unless (and then only to the extent to which) any other use shall have been specifically authorised in writing by Rothamsted Enterprises
9.2 Except as expressly provided, nothing in this Agreement nor the subsequent disclosure of Confidential Information pursuant to this Agreement shall be construed as granting or confirming any rights, licence or relationship between the Parties.
9.3 The obligations of confidentiality in this Agreement shall apply to all Confidential Information disclosed by the Parties for the Purpose, whether disclosed before or after the Effective Date, and shall continue in force notwithstanding termination of this Agreement.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights belonging to a Party as at the Effective Date shall continue to be owned by and vest in that Party and nothing in this Agreement shall operate to transfer ownership of those Intellectual Property Rights or grant any rights in those Intellectual Property Rights to the other Party.
11. DATA PROTECTION
11.1 For the purposes of this Agreement, “Controller”, “Personal Data”, “Personal Data Breach”, “Supervisory Authority”, “Data Subject” and “Processing” shall have the meanings set out in the Data Protection Laws and “Process” when used in relation to the Processing of Personal Data, will be construed accordingly.
11.2 Each Party shall comply with the Data Protection Laws in connection with this Agreement.
11.3 The Member acknowledges and agrees that Rothamsted Enterprises will process the Member’s Personal Data in accordance with its privacy policy,
11.4 Rothamsted Enterprises may from time to time send the Member information about similar services provided by Rothamsted Enterprises, including invites to events, by email or text, unless the Member has opted out of such communications under Part 2 of the Schedule. The Member may opt-out of such communications at any time by emailing Rothamsted Enterprises at: Info@rothamstedenterprises.com
11.5 The Parties each acknowledge and agree that the factual arrangements between them dictate the classification and role of each Party in respect of the Data Protection Laws. Notwithstanding the foregoing, each Party anticipates that they shall each act as independent Controllers with respect to Processing Personal Data in relation to this Agreement.
11.6 The Member acknowledges and agrees that Rothamsted Enterprises will process the Member’s employees’ or agents’ Personal Data in accordance with its privacy policy, available here:
11.7 Each Party shall promptly (and in any event within forty-eight (48 hours)) notify the other if it suffers an actual Personal Data Breach in relation to the Personal Data Processed in connection with this Agreement. In such circumstances the Parties shall:
11.7.1 implement any measures necessary to restore the security of compromised Personal Data; and
11.7.2 where necessary, support the other Party to make any required notifications to the relevant Supervisory Authority and affected Data Subjects.]
12 LIABILITY
12.1 Subject to Clauses 2 and 12.3, the maximum aggregate liability of Rothamsted Enterprises under this Agreement shall be limited to an amount equal to the aggregate value of all of the Membership Fees paid by the Member pursuant to this Agreement.
12.2 Neither Party shall have any liability to the other Party for indirect, special or consequential Losses.
12.3 Nothing in this Agreement will operate to exclude or restrict any liability of a Party:
12.3.1 for death or personal injury resulting from negligence;
12.3.2 for fraud or fraudulent misrepresentation; or
12.3.3 for any other matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
12.4 Subject to Clause 3, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from this Agreement.
12.5 Notwithstanding any other term of this Agreement, neither Party will be in breach of this Agreement to the extent that its failure to perform or its delay or defect in performance of its obligations under this Agreement arises as a result of any breach by the other Party of its obligations contained in this Agreement
13. FORCE MAJEURE
13.1 A Party will not be in breach of this Agreement or otherwise liable to the other Party for any failure to perform or delay in performing its obligations under this Agreement to the extent that such failure or delay is due to a Force Majeure Event.
13.2 If a Force Majeure Event occurs:
13.2.1 the Party affected will as soon as reasonably practicable after becoming aware of the Force Majeure Event give written notice to the other Party that the Force Majeure Event has occurred;
13.2.2.the Party affected will use reasonable endeavours, without being required to incur additional expenditure, to mitigate the effects of the Force Majeure Event; and
13.2.3 continue to perform all of its obligations under this Agreement, the performance of which are not affected by the Force Majeure Event.
13.3 Subject to Clause 4, a Party will not be in breach of this Agreement or otherwise liable to the other Party for any failure to perform or delay in performing its obligations under this Agreement to the extent that this is due to a Force Majeure Event affecting that Party.
13.4 If Rothamsted Enterprises is the Party affected by the Force Majeure Event the Member will continue to pay the Membership Fee in respect of the Membership Benefits which Rothamsted Enterprises continues to make available and the Member continues to enjoy notwithstanding the occurrence of the Force Majeure Event. If the Member is the Party affected by the Force Majeure Event, the Member will continue to pay the Membership Fee in accordance with the provisions of this Agreement.
13.5 If Rothamsted Enterprises is unable to provide or the Member is unable to receive all or substantially all of the Membership Benefits for a period of more than thirty (30) days due to a Force Majeure Event which gives rise to relief from liability under Clause 1, either Party will be entitled to terminate this Agreement by giving not less than 30 days’ written notice to that effect to the other Party.
14. GENERAL
14.1 Failure by a Party to enforce or exercise at any time or for any period, any term of this Agreement, does not constitute, and shall not be construed as, a waiver of such term and shall not affect the future right to enforce such term or any other term contained herein.
14.2 This Agreement is personal to Member and it will not be entitled to assign or transfer any of its rights or obligations under this Agreement without Rothamsted Enterprises prior written consent.
14.3 If any term or provision of this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provisions or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.
14.4 No variation or amendment to this Agreement shall bind either Party unless made in writing and signed by the duly authorised representatives of each Party.
14.5 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement, understanding or arrangement between the Parties whether oral or in writing.
14.6 Any notice, request or consent under this Agreement shall be in writing and shall be sufficiently served if sent by prepaid first class recorded delivery post or by email to the following address:
14.6.1 in the case of notices to Rothamsted Enterprises to: The Campus Sales Manager, Rothamsted Enterprises, West Common, Harpenden, Hertfordshire, AL5 2JQ Email: clairewolstencroft@rothamstedenterprises.com or such other address as may be intimated from time to time in writing by Rothamsted Enterprises to the Member;
14.6.2 in the case of notices to the Member to:
Email: the email address specified in the membership agreement form.
or such other address as may be intimated from time to time in writing by the Member to Rothamsted Enterprises
Notice sent by email shall be deemed duly served one (1) Business Day after transmission, provided no delivery failure message is received.
14.7 Neither Party shall use the name or any trademark or logo of any other Party or the name of any staff or students of the other Party in any press release or product advertising, or for any other commercial purpose, without the prior written consent of the other Party.
14.8 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture or relationship of employer and employee between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
14.9 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
15. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
15.1 If any dispute arises out of this Agreement the Parties will first attempt to resolve the matter informally through designated senior representatives of each Party to the dispute. If the Parties are not able to resolve the dispute informally within a reasonable time not exceeding two (2) months from the date the informal process is requested by notice in writing, the Parties may choose to attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) model mediation procedure.
15.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be interpreted according to and governed by the laws of Scotland.
15.3 Each Party irrevocably submits to the exclusive jurisdiction of the Scottish courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
16. COUNTERPARTS AND ELECTRONIC SIGNATURE
This Agreement (or any amendment thereto) may be executed in any number of counterparts, including scanned PDF documents. Each such counterpart or scanned PDF document shall be deemed an original instrument, and all of such counterparts, together, shall constitute one and the same executed agreement (or amendment thereto), binding on the Parties as if each had signed the same document. For the purpose of executing this Agreement (or any amendment thereof), facsimile, PDF image or electronic signatures rendered via an electronic signature service (e.g. DocuSign, Adobe Sign) shall be treated as original signatures if in accordance with the Applicable Law.
17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
This Agreement does not give rise to any rights under the Contracts (Third Party Rights (Scotland) Act 2017 to enforce any term of this Agreement.
THIS IS THE SCHEDULE REFFERED TO IN THE FOREGOING MEMBERSHIP AGREEMENT BETWEEN ROTHAMSTED ENTERPRISES AND THE MEMBER
PART 1
MEMBERSHIP BENEFITS
1. Rothamsted Enterprises shall provide the following Membership Benefits to the Member:
1.1 WORK DESKS
1.1.1 The right to book a Work desk, access the Guest Wi-Fi, book a meeting room in Agritech Business Centres at the Premises and use the Common Parts whilst using a Work desk subject to availability and compliance with the terms and conditions of this Agreement.
1.1.2 The Work desk Allowance can only be used to book Work desks for either a half day or full day.
1.1.3 Subject to availability, the Member can book (via the reception at the Premises) a meeting room at the Premises for use by the Member on the days that it is using a Work desk. The Reception can advise of availability of meetings rooms and times. Conference Centre meeting rooms are charged additionally.
1.1.4 Unused Work desk Allowance will not be carried forward to the next Membership Year.
1.1.5 Work desks can be booked for use during Business Hours only.
1.1.6 Work desks cannot be booked for use by anyone other than the Member or, where applicable, the Member’s staff.
1.2 PREMISES
Access to a locker within the Premises to allow the Member to store personal belongings whilst using a Work desk. Storage of personal belongings is at the entire risk of the Member.
1.3 COMMUNICATIONS
Subject to Clause 11, the provision of information and invitations relating to Innovation events that are hosted at the Premises and hosted virtually by Rothamsted Enterprises
1.4 INNOVATION FUNDING
Members shall be eligible to apply for funding opportunities made available through the Campus. However, the availability and criteria for such funding may vary from time to time. In particular, certain funding schemes may be restricted to physical tenants of the Campus, in which case Members who are not tenants shall not be eligible to apply. Rothamsted Enterprises reserves the right to determine the scope, eligibility requirements, and availability of all funding opportunities at its sole discretion.
1.5 INNOVATION EVENTS CALENDAR
The Member shall be entitled to receive invitations to Rothamsted Enterprises Innovation Events Programme, including seminars, workshops, and related networking opportunities. Attendance at such events shall be subject to availability and any applicable registration requirements, but the Organisation shall use reasonable efforts to provide Members with priority access to these activities as a benefit of membership.
1.6 CAMPUS DISCOUNT
The Member shall be entitled to receive a discount on bookings at the Rothamsted Conference Centre and Restaurant. The level of discount shall be determined by Rothamsted Enterprises and may be amended from time to time, including adjustments for seasonal periods or promotional campaigns, at the sole discretion of Rothamsted Enterprises. Any such changes shall be communicated to Members in advance where reasonably practicable.
PART 2
DIRECT MARKETING
2.1 Rothamsted Enterprises will contact Members by email with information about similar services / opportunities (including events and information about applying for funding). The Member has the option to unsubscribe.
PART 3
USE OF THE NAME AND LOGO OF ROTHAMSTED RESEARCH
3.1. Protection of the Rothamsted Research Name and Logo
The name “Rothamsted Research” and its associated logo are legally protected trademarks and intellectual property of Rothamsted Research. Any unauthorised use, reproduction, or modification of the name or logo may constitute an infringement of Rothamsted Research’s rights and is subject to legal action.
3.2. Permission for Use
Any party wishing to use the name “Rothamsted Research” or its logo in any form of publication, promotional material, website, social media post, or any other public domain must obtain prior written permission from the Communications Director of Rothamsted Research.
Requests for permission must include the following details:
3.2.1 The intended use of the name or logo.
3.2.2 The medium in which it will appear.
3.2.3 The duration of use.
3.2.4 A sample or mock-up of how it will be presented.
3.3. Guidelines for Use
If permission is granted, the use of the Rothamsted Research name and logo must adhere to the following guidelines:
3.3.1 The name and logo must not be altered, distorted, or modified in any way.
3.3.2 The logo must be used in its official colours and proportions.
3.3.3 The name and logo must not be used in a misleading, defamatory, or harmful manner that could damage the reputation of Rothamsted Research.
3.3.4 The name and logo must not be used to imply endorsement or affiliation without explicit approval.
3.4. Revocation of Permission
Rothamsted Research reserves the right to revoke previously granted permissions if the use is found to be inconsistent with the guidelines or if it is deemed inappropriate. Upon revocation, all uses of the name and logo must cease immediately.
3.5. Enforcement and Legal Action
Unauthorised use of the Rothamsted Research name and logo may result in legal action. Rothamsted Research actively monitors the use of its intellectual property and will take necessary measures to protect its rights.
3.6. Contact Information
For enquiries regarding the use of the name and logo of Rothamsted Research, please contact: rothamsted.communications@rothamsted.ac.uk
