Industry Partnership Terms and Conditions

A EACR is a professional membership association and global community for those working and studying in cancer research.

B EACR believes in the importance of partnership and collaboration and partners with assorted organisations through industry partnerships. Industry partners support the vital work of EACR in its fight against cancer and provide the means for EACR to develop.

C Please read these terms carefully before you submit an Application. By submitting an Application (as defined below) You confirm that you wish to be appointed as an Industry Partner and agree to the terms and conditions set out in this agreement.

Agreed terms

1 Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Application	means an application completed and submitted by You to become an Industry Partner (or in the case of a renewal of the Term, an indication by both parties that they wish to renew this agreement). EACR reserves the right to require Applications to be in a particular form and to refuse Applications (or parts of any Application) that are not in that form.
Business Day	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date	has the meaning set out in the Application or such other date as is agreed between Us and You..
Data Protection Legislation	all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, superseded or replaced. “Data Processor”, “Processing”, “Personal Data” and “Controller” shall have the meanings set out in the Data Protection Legislation.
Industry Partner Benefits	the benefits to be provided by Us to You as set out in the Partner Package that You selected in the Application. An overview of such benefits are set out in Schedule 1 and in more detail in the EACR Brochure which can be found at www.eacr.org/industry-partners (as may be amended by Us from time to time).
Partner Package	means the package selected by You on the Application an overview of which is set out at Schedule 1.
Partner Fee	means the amount set out in the Application.
Term	has the meaning set out in clause 2.3.
Calendar Year	1 January to the following 31 December.

1.2 Headings. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 Schedules. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 Singular and plural. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 Gender. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders

1.6 Legislative references. Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 Legislative references and subordinate legislation. Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.8 Writing. A reference to writing or written includes fax and e-mail.

1.9 "Including". Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 Our Contract with You

2.1 Your Application. Your Application is an offer made by You to join the industry partner programme and to receive the Industry Partner Benefits on the basis of these terms and conditions.
2.2 Eligibility Checks. Once we receive your Application we will carry out eligibility checks against You. Our acceptance of your Application will take place when we email you to confirm that You have passed the eligibility checks and We raise an invoice for the Partner Fee.

2.3 When the contract comes into force. This agreement consists of these terms and conditions and your Application, once accepted by Us. The contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 11 (Termination), until the end of the Calendar Year when it shall terminate automatically without notice (“Term”).

2.4 Unsuccessful Applications. If we are unable to accept your Application we will inform you in writing and will not charge you the Partner Fee. This might be because of unexpected limits on our resources that we could not reasonably plan for, or because you do not meet our eligibility criteria.

3 Partnership and Our Obligations

3.1 Our obligations. In consideration of the Partner Fee we shall use reasonable obligations to provide the Industry Partner Benefits as set out in Your selected Partner Package.

3.2 Additional Opportunities. During the term of this Agreement, We may offer additional opportunities to You that fall outside the scope of the Partner Package/ Partner Fee that You have selected in your Application (including and not limited to grant awards, webinars and advertisement opportunities) (“Additional Opportunities”). If You wish to take up these Additional Opportunities, We will issue a new booking form to You and additional terms may apply. You acknowledge and agree that these Additional Opportunities may attract an additional fee, to be paid in accordance with our payment terms (as set out in our invoice to be provided to You in relation to such Additional Opportunities).

3.3 Content of Partner Packages. You are responsible for ensuring that you review the content of each Partner Package and select the correct Partner Package in your Application. You acknowledge and agree that no refund of the Partner Fee shall be applicable if You select the wrong Partner Package in the Application.

3.4 Changes to Partner Packages. We reserve the right to amend the scope of the Partner Package and the Industry Partner Benefits at our discretion but we will inform you in writing if this is the case. No refunds shall be offered to You if any amendments are applied in accordance with this clause, however we will seek to offer benefits similar to the Industry Partner Benefits in this case.

4 Your Obligations

4.1 Your obligations. You shall:

4.1.1 carry out Your obligations under this agreement with all due care and skill;

4.1.2 comply with all of Our reasonable instructions in relation to Your partnership from time to time;

4.1.3 ensure that You act in a diligent and professional manner in Your dealings with both Us and other Industry Partners; and

4.1.4 not make any pejorative statement relating to Us, any of Our brand ambassadors or staff, in public, online (including on social media), to the press or elsewhere and ensure that your employees and other personnel comply with this clause 4.1.4;

4.1.5 inform Us immediately of any criminal prosecution or other complaint brought against You after the date of this agreement and of any actual or likely press speculation or inquiry that concerns You, or Your business affairs; and

4.1.6 inform Us as soon as reasonably practicable of any material developments or changes in the circumstances or activities of Your business which could reasonably be expected to adversely affect Us or Your association with Us.

4.2 Authority to bind EACR. You shall have no authority, and shall not hold Yourself out, or permit any person to hold itself out, or otherwise create the impression that You are authorised to bind EACR in any way, and shall not do any act which might reasonably create the impression that You are so authorised. You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of EACR.

5 Promotion and marketing

5.1 Use of Our logo. As an Industry Partner, You shall have the right to use the EACR logo on Your promotional digital and hard copy materials in the context of demonstrating your support of the Industry Partnership, provided that you comply with Our brand guidelines at all times as set out at www.eacr.org/logo (“Brand Guidelines”). We hereby grant to You a limited, non-exclusive licence to use the EACR logos set out in the Brand Guidelines solely for the aforesaid purpose. You acknowledge and agree that you shall not be permitted to use any of our logos or branding that is not set out in the Brand Guidelines. We reserve the right to amend the Brand Guidelines at any time at our sole discretion. Your failure to comply with this clause 5.1 or the Brand Guidelines is considered a material breach for the purposes of clause 11.2.1.

5.2 Our use of your logo. As part of the Partner Package we shall use your logo on our digital and hard copy materials as well as on our website. You hereby grant to Us a licence to use Your logo and/or branding (in a form authorised by You) on Our promotional digital and hard copy materials, on our website and social media channels in the context of demonstrating your support of the Industry Partnership. Such use will be in line with the Partner Package that You have selected in the Application.

6 Charges

6.1 Partner Fee. In consideration of Your appointment as an Industry Partner, You shall pay to Us the annual Partner Fee in full.

6.2 Payment of Partner Fee. The date on which the Partner Fee shall be payable to Us shall be mutually agreed in writing between the parties. We shall invoice You for the Partner Fee on such agreed invoicing dates and payment shall be made within 30 days of the receipt of invoice unless expressly agreed otherwise.

6.3 Currency of payment. The Partner Fee shall be payable to Us in euros to a bank account nominated by Us as communicated to You in writing from time to time.

6.4 VAT. All sums payable under this agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question and shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee.

6.5 Interest on late payment. If You fail to make any payment due to Us under this agreement by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above the National Westminster Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

6.6 Expenses. We shall not be responsible for any expenses incurred by You under this agreement.

7 Confidentiality

7.1 Confidentiality obligation. Each party undertakes that it shall not at any time, and for a period of three years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.

7.2 Disclosure of confidential information. Each party may disclose the other party's confidential information:

7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and

7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 Use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

7.4 Return of information. On termination or expiry of this agreement, You must return all documents and other records (in whatever form) containing Our confidential information that We have supplied to You during the term of this agreement and You shall not retain any copies (whether digitally or otherwise).

8 Compliance

8.1 Compliance with laws. Each party shall, at its own expense comply with all applicable laws, statutes, regulations and codes relating to its obligations under this agreement (as they may change from time to time) including and not limited to the Bribery Act 2010 (BA 2010). You shall have and shall maintain in place throughout the term of this agreement Your own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance.

9 Data protection

9.1 Compliance with Data Protection Legislation. Each party shall comply with the Data Protection Legislation. To the extent personal data is shared between the parties for the purposes of this Agreement each party shall be an independent Data Controller for the purposes of the Data Protection Legislation. To the extent that either party processes personal data on behalf of the other the provisions of Schedule 2 will apply.

9.2 Your Compliance. You shall not do or omit to do anything which would cause Us to be in breach of our obligations under the Data Protection Laws.

9.3 Data Protection Indemnity. You shall indemnify us against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to Us as a result of any breach by You of the Data Protection Legislation or Your employees or agents, provided that We give to You prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

10 Limitation of liability

10.1 Liability that cannot be limited. Nothing in this agreement shall limit or exclude the liability of either party for:

10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

10.1.2 fraud or fraudulent misrepresentation; and

10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.2 Our liability cap. Subject to clause 10.1 and clause 10.3, Our total liability to You in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Partner Fee for the entire term of this agreement.

10.3 Excluded heads of loss. Subject to clause 10.1 above We shall not under any circumstances whatever be liable to You , whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses, loss of profit, sales, revenue, or business, loss of anticipated savings, loss of or damage to goodwill, loss of agreements or contracts, loss of use or corruption of software, data or information.

11 Termination

11.1 Our right to terminate for convenience. Without affecting any other right or remedy available to Us, Either of us may terminate the agreement with immediate effect by giving not less than one months written notice to the other. No refunds shall be payable to You should either of us exercise our termination right under this clause 11.1.

11.2 Termination rights. Without affecting any other right or remedy available to Us, We may terminate this agreement with immediate effect by giving written notice to You if:

11.2.1 You commit a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

11.2.2 You takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

11.2.3 You suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of Your business;

11.2.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.3 to clause 11.2.3 (inclusive); or

11.2.5 You undergo a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).

11.3 Conduct affecting reputation. We may terminate this agreement by written notice with immediate effect if:

11.3.1 You commit a crime;

11.3.2 You become involved in any situation or activity (including social media activity) which:

(a)   in Our opinion has (or is likely to have) a negative effect on Our reputation or any aspect of Our business;
(b)   would expose Us or any aspect of Our business to disrepute, scandal, ridicule or contempt, or would tend to shock, insult or offend the public in any territory in which Our services are marketed;
(c)   reflects unfavourably on Our reputation, brands, products or services;
(d)   concerns the use of illegal drugs or cigarettes.

The conduct above shall be deemed a material breach for the purposes of clause 11.2.1.

11.4 Refund upon termination. In the event that this agreement expires or We exercise our termination rights under this clause 11, no refund of the Partner Fee (whether in whole or in part) shall be payable to You.

12 Consequences of termination

12.1 Clauses to remain in force on termination. If this Agreement expires or is terminated for any reason agreement, the following clauses shall continue in force: clause 1 (interpretation), clause 7 (Confidentiality), clause 10 (Liability), clause 12 (consequences of termination), clause 13.16 (Governing Law) and 13.17 (Jurisdiction).

12.2 Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

13 General

13.1 No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.2 No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13.3 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.4 Conflicts. In the event of any conflict between these terms and conditions and any other part of the agreement (including Your Application) these terms and conditions shall take precedence.

13.5 No reliance on matters outside agreement. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

13.6 Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

13.7 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.

13.8 Variation. We reserve the right to amend these terms from time to time. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.9 Assignment and other dealings. This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the consent of the other party.

13.10 No automatic waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.11 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

13.12 Form of notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

13.13 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:

13.13.1 if delivered personally, when left at the address referred to in clause 13.11;

13.13.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

13.13.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed;

13.13.4 or, if sent by email, one Business Day after transmission.

13.14 Exclusions from notice provisions. Clauses 13.12 and 13.13 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.15 Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.

13.16 Governing Law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.17 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.

Schedule 1 – Partner Packages

Schedule 2 – Data Protection

To the extent either party processes personal data (as Processor) on behalf of the other (as Controller) under this agreement the provisions of this Schedule 2 will apply.

1.1. In respect of any Personal Data to be processed by a party acting as Processor pursuant to this agreement for which the other party is Controller, the Processor shall:

1.1.1. provide appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk;

1.1.2. not engage any sub-processor without the prior specific written authorisation of the Controller);

1.1.3. ensure that any sub-processor that is engaged to process such Personal Data by the Processor is subject to data protection obligations that are as stringent to those applicable to the Processor under this Schedule;

1.1.4. process that personal data only to perform its obligations under this agreement or other documented instructions and for no other purpose save to the limited extent required by law;

1.1.5. on termination of this agreement, at the Controller’s option either return or destroy the personal data (including all copies of it) immediately and the Processor shall certify to the Controller that it has complied with these requirements, and such Personal Data shall remain confidential in perpetuity;

1.1.6. ensure that all persons authorised to access the personal data are subject to obligations of confidentiality and maintain records of all such authorised persons;

1.1.7. make available to the Controller all information necessary to demonstrate compliance with the obligations laid out in Article 28 of GDPR and this Schedule and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller; provided that, in respect of this provision the Processor shall immediately inform the Controller if, in its opinion, an instruction infringes Data Protection Laws;

1.1.8. taking into account the nature of the processing, provide assistance to the Controller, insofar as possible, in connection with the fulfilment of the Controller’s obligation to respond to requests for the exercise of data subjects’ rights pursuant to Chapter III of the GDPR to the extent applicable;

1.1.9. provide the Controller with assistance in ensuring compliance with articles 32 to 36 (inclusive) of the GDPR (concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities) to the extent applicable to the Controller, taking into account the nature of the processing and the information available to the Processor; and

1.1.10. notify the Controller without undue delay (and in any event, within 24 hours of becoming aware) of any actual or suspected Data Breach including any Personal Data Breach or any accidental loss, disclosure or unauthorised access of which the Data Processor becomes aware in respect of Personal Data that it processes on behalf of Controller.

2. INTERNATIONAL DATA TRANSFERS

2.1. In respect of any Personal Data to be processed by a party acting as Processor pursuant to this Agreement for which the other party is Controller, the Processor shall not transfer the Personal Data outside the UK and EU or to an international organisation without:

2.1.1. obtaining the written permission of the Controller;

2.1.2. ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws;

2.1.3. notifying the Controller of the protections and adequate safeguards in clause 2.1.2 above;

2.1.4. documenting and evidencing the protections and adequate safeguards in clause 2.1.2 above and allowing the Controller access to any relevant documents and evidence.

3. DETAILS OF PROCESSING ACTIVITIES

3.1. The following table sets out the details of processing as required by Article 28 of GDPR:

Purposes for which the Personal Data shall be processed	Such purposes as may be determined by the parties to this agreement from time to time
Description of the categories of the data subjects	Employees of either party, delegates and individuals involved in sponsorship of events
Description of the categories of Personal Data	Names, email addresses, and telephone numbers.
Description of transfers of Personal Data to a country outside of the UK and EU	This may apply where either of us have individuals who are based outside the UK and EU
The envisaged time limits for erasure of the different categories of Personal Data	Personal Data will be processed for the duration of this agreement unless otherwise instructed by the Controller.