Terms & Conditions
Terms & Conditions
Website Terms & Conditions
This website is owned and operated by the Financial Times Limited (the “FT”/ “we”/ “us”/ “our”). These are the terms and conditions on which you may use this website (the “Website”) and the content and/or services available on them (the “125 Content”).
1. Access & Use
By accessing and using the Website you are agreeing to these Website Terms & Conditions.
These terms and conditions replace all previous terms and conditions for the Website. We may update these terms and conditions for legal or regulatory reasons, or to reflect changes in our services or business practices. We will provide notice of any significant changes in Section 7 below. You should regularly check Section 7 to see if any changes have been made. Any changes will become effective as soon as we post them on the Website.
2. Content Ownership
The FT is the owner or licensee of all intellectual property rights in the Website, including 125 Content. No intellectual property rights in any 125 Content are transferred to you. “The Financial Times”, “FT” and “The 125” are trade marks belonging to us and you may not use them without our prior written permission.
As a user of the Website, you also agree that you shall:
(a) not copy, publish, republish, redistribute, archive, store, adapt, alter, modify, translate, create derivative works from, summarise, photocopy, scan, syndicate, sell, license, frame, harvest, scrape, grant or purport to grant any rights in or otherwise make available any 125 Content from the Website;
(b) where applicable, not post any content on the Website which is obscene, defamatory, or which infringes any party’s intellectual property rights; and
(c) not remove the copyright or trade mark notice from any 125 Content.
4. Third Party Sites and Services
The Website may contain links to other Internet websites or online and mobile services provided by independent third parties (what we call “Third Party Sites”) either directly or through frames.
If the Website contains advertising or sponsorship such advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website complies with international and national law. FT is not responsible for any error or inaccuracy in advertising or sponsorship material.
Copyright in any software that may be made available for download from the Website belongs to FT or its suppliers. Your use of the software is governed by the terms of any licence agreement that may accompany or be included with the software. Do not install or use any of this software unless you agree to such licence agreement. FT is not responsible for any technical or other issues that may happen if you download third party software.
You may not license or transfer any of your rights under these terms and conditions. We may transfer any of our rights or obligations under these terms and conditions to any company within the Financial Times group of companies but if we do so we will ensure that any company to whom we transfer our rights or obligations will continue to honour your rights under them.
If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these terms and conditions, which will remain in full force and effect.
Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy. Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.
These terms and conditions constitute the entire agreement between you and the FT relating to your use of the Website. They supersede all previous communications, representations and arrangements, either written or oral.
FT promises to develop and operate the Website with reasonable skill and care and will use reasonable efforts to promptly remedy any faults of which it is aware.
HOWEVER FT DOES NOT MAKE ANY PROMISES IN RESPECT OF THE WEBSITE OR OF THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PUBLISHED ON THE WEBSITE TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND DUTIES (EXCEPT ANY DUTIES OF GOOD FAITH) OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. FT ALSO DOES NOT MAKE ANY PROMISES AS TO THE TIMELINESS, SECURITY, PERFORMANCE OR AVAILABILITY OF THE WEBSITE AND DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION THAT THE WEBSITE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
6. Corporate Information
The Financial Times Limited is owner of the 125 Club business and 125 Website, and its corporate details are as follows: registered office address is Bracken House, 1 Friday Street, London EC4M 9BT; company number is 227590; VAT number GB226162332; and Data Protection Registration Number is Z7087146.
7. Changes to Terms and Conditions
These terms and conditions were published on [03/09/2018] and replace with immediate effect the terms and conditions previously published on 20 August 2018.
THE 125 MEMBERSHIP TERMS AND CONDITIONS
These Terms and Conditions together with the Term Sheet form the agreement between the FT and the Corporate Member for Membership to The 125 (the “Agreement”). In this Agreement, words and phrases have the meaning given to them in the Term Sheet and in the Definitions section below.
1.1 In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this Clause 1:
“The 125” means The 125 - Financial Times or The 125 Women’s Forum – Financial Times, which are members-only forums created and managed by the Financial Times Limited (“FT”) which provide current and future business leaders access to a series of events and content aimed at helping them to make informed business decisions;
“125 Events” refers to any event organised by or on behalf of the FT under The 125 brand name and as further described in clause 4 below;
“125 Website” means the website at http://the125.ft.com;
“125 Women’s Forum – Financial Times” means the members-only forum whose membership is limited to individuals who identify as female.
“Data Protection Laws” means any data protection legislation applicable in the United Kingdom from time to time, including the Data Protection Act 2018 and all subordinate legislation, the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Regulation on Privacy and Electronic Communications.
“Event Materials” means any literature, whether printed or online, relating to The 125, including member lists, speaker lists, marketing materials, speaker papers, recordings of any 125 Event, the 125 Website or microsites or otherwise;
“Force Majeure Event” means any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party (other than lack of funds on the part of Corporate Member), including without limitation, abnormally inclement weather, flood, lightening, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, failure or shortage of
power supplies, war, military operations, riot, crowd disorder, airport closure or disruption, strike, lock-outs, other industrial action, terrorist action or civil commotion;
“IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof;
“Individual Members” has the meaning given to it in clause 2.2;
“Corporate Members” has the meaning given to it in clause 2.1;
“Members” refers to both Individual Members and Corporate Members;
“Memberships” refers to both Individual Memberships and Corporate Memberships;
“Membership Fees” means the fee payable as set out on the Term Sheet for an organisation to become a Corporate Member of The 125, and as may be increased from time to time by the FT providing reasonable notice of the same to the Corporate Member;
“Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America;
“Term” shall mean the period of time or duration defined on the Term Sheet;
“Terms and Conditions” means these terms and conditions;
“Term Sheet” means the sheet of terms agreed between the Corporate Member and the FT which is governed by these Terms and Conditions and identified as such; and
“data subject”, “processing”, “subprocessor” and “supervisory authority” have the meanings given to them in the GDPR.
2 CORPORATE MEMBERS - RIGHTS AND OBLIGATIONS
2.1 In consideration of the grant by FT of membership of The 125 to the Corporate Member for the Term (“Corporate Membership”) and subject to the terms of this Agreement, the Corporate Member shall pay FT the Membership Fees as set out in the Term Sheet.
2.2 Corporate Member may nominate up to twenty (20) named employees who senior management has selected as potential future leaders for the ten (10) individual membership places available to each Corporate Member (“Individual Members”). In addition, the Corporate Member’s CEO, Chairman or equivalents will automatically become Individual Members. FT will consider those nominated Individual Members and notify Corporate Member of those persons who have been accepted as Individual Members in FT’s absolute discretion.
2.3 Neither Individual Membership nor Corporate Membership is transferrable. If an Individual Member ceases to be an employee of Corporate Member or that Individual Member’s Membership is terminated for any other reason Corporate Member may nominate a replacement member in accordance with clause 3.3 below.
2.4 All rights not expressly granted to the Corporate Member or Individual Member under this Agreement are hereby reserved to FT.
2.5 The Corporate Member:
(a) shall provide FT with any assistance reasonably requested from time to time by FT for the purpose of facilitating the Corporate Member’s exploitation of the Membership and FT’s performance of its obligations under this Agreement, including without limitation providing FT with the name and contact details of Individual Members who wish to participate in The 125;
(b) shall not do or permit to be done anything which may reasonably be interpreted by FT in any way as being prejudicial, detrimental or denigrating to The 125, FT, its brands or its business;
(c) shall not seek to associate itself with FT or The 125 other than as strictly permitted by this Agreement and shall not represent to any third party that FT endorses Corporate Member or Corporate Member’s products and services nor hold itself out to any third party as representing FT;
(d) shall not re-sell or sub-contract any of its rights and obligations under this Agreement and shall have no right to sell Corporate Membership rights or delegate places to or in respect of the 125 Event;
(e) will ensure that prior to disclosing any personal data to the FT, if applicable, that appropriate consents for the sharing of that personal data, as required by the Data Protection Laws and any other relevant data protection and privacy legislation, have been obtained from such data subjects. Corporate Member agrees that it will not use personal data contained in any The 125 membership list for any marketing purposes and will not disclose Individual Members’ personal data to any third parties; and
(f) shall be responsible to FT for the conduct of each of its Individual Members, and shall without limitation:
i. not nominate any Individual Members who have been disqualified as a director in any jurisdiction, rejected or disbarred from any professional body, been the subject of any professional or regulatory investigation or currently subject to any Sanctions;
ii. ensure that its Individual Members have read and comply with the Individual Members - Rights and Obligations set out in clause 3 below;
iii. ensure that, if applicable, its Individual Members do not share their passwords to access the 125 Website, and do not use the 125 Website to use or publish material that is obscene, libellous, defamatory or an infringement of intellectual property rights; and
3 INIDVIDUAL MEMBERS - RIGHTS AND OBLIGATIONS
3.1 In consideration of becoming an Individual Member of The 125 and attending 125 Events, each Individual Member agrees and confirms that:
(a) they wish to become a member of the The 125 via their relevant Corporate Member;
(b) they have not been disqualified as a director in any jurisdiction, rejected or disbarred from any professional body, been the subject of any professional or regulatory investigation or currently subject to any Sanctions;
(c) they shall behave in a professional and appropriate manner when attending a 125 Event;
(d) the FT may circulate their name, title and the name of their Corporate Member employer to other Members of The 125;
(e) they will comply with the Website Terms and Conditions found [https://the125.ft.com/Legal/Terms-Conditions];
(f) they will comply with these Membership Term and Conditions and any other reasonable instruction given to them by The 125 management as regards their membership or participation in The 125 or any 125 Event;
(g) if applicable, they shall keep secure and confidential their access details to any log-in required areas of the Website; and
(h) they shall not use the Website to post or publish material that is obscene, libellous, defamatory or an infringement of any intellectual property rights.
3.2 3 Individual Members must advise FT of any special access requirements at the time of accepting or declining 125 Event invites by emailing email@example.com.
3.3 If an Individual Member is unable to attend a 125 Event for which they are registered they must notify The 125 as soon as reasonably practicable. We will consider attendance requests from other Individual Members to attend in place of the absent Individual Member, however no other person will be permitted to do so.
4 125 EVENTS
4.1 FT shall organise 125 Events.
4.2 The editorial focus and content of all 125 Events, including the invited speakers and delegates, is within the sole discretion of FT and no rights in respect of the same are granted to any Member.
4.3 Members acknowledge that due to space and attendance limitations places at specific 125 Events are not guaranteed, regardless of when a 125 Event invitation was accepted.
4.4 Each Corporate Member’s Term Sheet will contain a limit on the number of Individual Members who may attend a 125 Event. If the number of acceptances the FT receives from a Corporate Member exceeds this limit for any 125 Event then the Corporate Member’s relationship manager will determine which Individual Members should be put forward for the relevant 125 Event.
4.5 Please note that speakers and attendees are subject to change and biographies are illustrative of the calibre of speaker or attendee but are not guaranteed.
4.6 In addition to Individual Members of third party Corporate Members, FT may invite such other delegates to attend any 125 Event as it thinks fit.
4.7 FT reserves the right to:
(a) refuse admission or remove any Member from any 125 Event for failure to comply with these Terms and Conditions or if, in the sole discretion of the FT, any Member represents a security risk, nuisance or annoyance to the running of the 125 Event or any attendee;
(b) cancel any Member’s attendance at any 125 Event if they (or any of the shareholders or directors of the relevant Corporate Member) become subject to any Sanction, or the continuation of these terms would (in the reasonable opinion of FT) expose FT or any of its affiliated companies to any Sanction; and
(c) in its sole discretion and at any time, postpone or cancel any 125 Event. If FT exercises its rights under this clause 4.7(c), it shall notify Members as soon as practicable. In the case of postponing a 125 Event, the replacement date of such125 Event shall be in FT’s sole discretion and will be notified to Members as soon as practicable.
4.8 You are permitted to take reasonable photographs at 125 Events for your own personal and non-commercial use. You must not make video or audio recordings of any 125 Events or of any session within a 125 Event.
4.9 Materials distributed by or on behalf of the 125 or FT at a 125 Event may not be reproduced without the FT’s express written permission.
4.10 Members acknowledge and agree that:
(a) 125 Events may be filmed by audio, visual, audio-visual or electronic means or photographed, including photographs of individuals or groups of attendees; and
(b) FT, or any third party licensed by FT, to use and distribute such footage and photographs, which may feature images of Members, in any media (including social media) whether now known or hereafter to be invented throughout the world in perpetuity for the purposes of advertising, publicity, reporting and otherwise in relation to the exploitation of such recordings and photographs. Members must inform the photographer or videographer if they do not wish to be included in any individual or group photographs or footage.
5 INTELLECTUAL PROPERTY AND DATA PROTECTION
5.1 Subject to clause 5.2, FT shall retain all IPRs which may arise in connection with The 125 and/or in the course of organising and hosting any 125 Event, including all IPRs in the names “The 125 - Financial Times”, The 125 Women’s Forum – Financial Times, or any similar iterations of the same, any 125 Event materials, recordings, footage or photographs.
5.2 Corporate Members shall not use any of FT’s rights, logos or trade marks, service marks or brand names (whether registered or unregistered) in any manner.
5.3 Corporate Member hereby grants to FT a limited, non-transferable, non-sublicensable, royalty-free, and non-exclusive licence during the Term to reproduce, use and display its trade marks, service marks or brand names (whether registered or unregistered) (“Marks”) within the UK for purposes of branding, marketing and distribution as set forth in this Agreement and for no other purpose.
5.4 FT shall not make use of any of the Marks without first submitting a sample of such use to Corporate Member for its review and prior written approval, which can be withheld or denied for any reason.
5.5 All goodwill associated with FT’s use of the Marks shall accrue to Corporate Member.
5.6 Neither party will take any action or omission to jeopardize the rights of the other Party’s IPRs and neither Party will adopt or apply to register any trade mark, service mark or design that is confusingly similar with those owned by the other Party
5.7 Each party:
(a) acknowledges that for the purposes of Data Protection Laws, FT does not process personal data (as defined in the GDPR) on behalf of Corporate Member; and
(b) will comply with all relevant provisions of the Data Protection Laws.
6.1 Each party warrants and represents to the other that it is entitled to and has the necessary authority to enter into this Agreement and to perform the obligations imposed on it under this Agreement.
6.2 Corporate Member warrants and represents to FT that it is authorised to grant FT the right to use the Marks and any other materials provided by Corporate Member to FT under this Agreement.
6.3 Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, representation or undertaking, express or implied, statutory or otherwise, is given or assumed by either party and all such warranties, conditions, representations under undertakings are hereby excluded. Without limiting the foregoing, FT makes no warranty or representation to Corporate Member regarding the number, seniority or identity of the speakers and/or delegates at any 125 Event or the return on investment that Corporate Member will obtain by acquiring the Membership.
7.1 Neither party will disclose to a third party, other than to its professional advisors or unless required to do so by law, any confidential information (whether identified as such or not) obtained from the other party during the Term of this Agreement or in connection with this Agreement. This clause shall survive the termination of this Agreement.
8.1 Each party shall be entitled to terminate this Agreement immediately by notice in writing to the other party if:
(a) the other party commits any material breach of its obligations under this Agreement and shall fail to remedy such breach (if capable of remedy) within fourteen (14) days after being given notice by the first party to do so; or
(b) the other party enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); becomes insolvent; ceases or threatens to cease to carry on business; compounds or makes any voluntary arrangement with its creditors; becomes subject to an administration order; is unable to pay its debts as they fall due; has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; takes or suffers any similar action due to debt; or if the equivalent of any of the above events under the law of any jurisdiction occurs in relation to the other party.
8.2 FT shall be entitled to terminate this Agreement immediately by notice in writing to Corporate Member if:
(a) Corporate Member fails to pay any amount due under this Agreement on the due date for payment and remains in default seven (7) days after being notified by FT in writing to make such payment; or
(b) there is a change in the control (meaning the majority shareholding or the capacity to control day to day management) of Corporate Member; or
(c) Corporate Member is in breach of clauses 2.5(b), 2.5(c), 2.5(e), 2.5(f), clause 6.2 or clause 7; or
(d) FT is unable to continue to operate The 125 as contemplated by this Agreement due to a Force Majeure Event.
8.3 If in the FT’s view The 125 is no longer viable FT may at any time dissolve The 125 cancel any upcoming 125 Events and terminate this Agreement immediately by notice in writing to Corporate Members. If FT exercises its rights to terminate this Agreement under this clause 8.3 it shall promptly refund Corporate Member such proportion of any pre-paid Membership Fees pro-rata to the number of days of the Term from the date of termination.
8.4 The expiry or termination of this Agreement shall be without prejudice to any rights which have accrued to either of the parties under it, including FT’s right to receive payment of outstanding Fees due. For the avoidance of doubt, Corporate Member is only entitled to a refund of pre-paid Membership Fees if the FT exercises its termination right under clause 8.3.
9 LIMITATIONS OF LIABILITY AND INDEMNITIES
9.1 Neither party limits its liability for:
(a) death or personal injury caused by its negligence; or
(b) for fraudulent misrepresentation; or
(c) for any liability which cannot be excluded or limited by law.
9.2 Neither party shall have any liability to the other for any indirect, incidental or consequential loss or damage, loss of profit, goodwill, business opportunity or anticipated saving.
9.3 Without prejudice to Corporate Member’s payment obligations under this Agreement and subject to clause 9.1, the total liability of either party in respect of any breach of its obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited to direct damages which in no event shall exceed an amount equal to 200% of the Membership Fee save in the case of any liability arising in connection with any property damage or destruction resulting from the act or omission of an Individual Member in which case Corporate Member’s total liability shall in no event exceed £500,000.
9.4 If by reason of any Force Majeure Event FT is delayed in or prevented from hosting a 125 Event or otherwise performing its obligations under this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement and no loss or damage shall be claimed by the Corporate Member by reason thereof.
10 ANTI FINANCIAL CRIME
10.1 In this clause 10 “Anti-Financial Crime Laws” means any and all applicable laws relating to bribery, corruption, modern slavery, money laundering, tax evasion or other financial crimes, including the US Foreign Corrupt Practices Act, the Bribery Act 2010, the Modern Slavery Act, the Proceeds of Crime Act 2002 and the Criminal Finances Act 2017.
10.2 Both parties will at all times:
(a) comply with the Anti-Financial Crime Laws;
(b) not engage in any activity, practice or conduct which would constitute an offence under any Anti-Financial Crime Laws;
(c) have and maintain in place such policies and procedures as are reasonable to ensure compliance with the Anti-Financial Crime Laws;
(d) promptly report to the other party any actual or suspected breach of any Anti-Financial Crime Laws (or any person acting on such notifying party’s behalf) in connection with the performance of this Agreement, or any act or omission (or any person acting on such notifying party’s behalf) that would put the other party in actual or suspected breach of any Anti-Financial Crime Laws.
10.3 Each party will comply with any reasonable request made by the other party to ensure or demonstrate compliance with the measures in this clause 10 and the Anti-Financial Crime Laws.
11.1 Nothing in this Agreement shall constitute a partnership, agency, joint venture or agreement of employment between the parties.
11.2 Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy.
11.3 These terms and conditions constitute the entire agreement between Corporate Member and the FT relating to Membership of The 125. They supersede all previous communications, representations and arrangements, either written or oral.
11.4 If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these terms and conditions, which will remain in full force and effect
11.5 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
11.6 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.
11.7 FT may assign any benefit or transfer, delegate or sub-contract any of its duties or obligations under this Agreement without the prior written consent of Corporate Member. Corporate Member shall not assign any benefit or transfer, delegate or sub-contract any of their duties or obligations under this Agreement to any third party without the prior written consent of FT.
11.8 Any notice, consent or other communication required to be given hereunder shall be made in writing and shall be delivered by hand, sent by first class post to the other party and shall be deemed to have been received (if delivered) at the time of the delivery or (if sent by post) 48 hours after posting. Any such communication made by shall be sent to the address of the relevant party shown on the Term Sheet for the attention of the relevant party’s Relationship Manager.
11.9 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
12 Changes to Terms and Conditions
12.1 These terms and conditions were published on [03/09/2018] and replace with immediate effect the terms and conditions previously published on 20 August 2018.