MEMBERSHIP TERMS AND CONDITIONS
These are the terms and conditions which apply to your IWCF membership (“Terms”). Please read them carefully as they constitute a legally binding agreement between you as a Member (as defined below) and International Well Control Forum (“IWCF”, “Us”, “We” and “Our”).
By applying to be a Member and/or using the Benefits you accept and agree to be bound by these Terms. If you do not agree to these Terms, you should not apply to become a Member and you should not use any Benefits.
As used in these Terms, the following terms shall have the meanings set forth in this clause 1. Certain other terms may be defined in the context of their use elsewhere in these Terms.
1.1 Account: means your Membership account which includes details of the Benefits you are entitled to receive.
1.2 Benefits: the training material, access to the Members-only section of the Website, and such other advantages offered to Members as may be specified on our Website from time to time.
1.3 Corporate Member: means a (i) corporate body (including whether as an operator, well services provider, drilling contractor or training provider) operating in the oil and gas exploration and production industry or (ii) an academic institution, government body or trade association, operating in, connected with, or having a special interest in, the oil and gas exploration and production industry who is registered as a Member.
1.4 Force Majeure Event: means an event beyond the affected party’s reasonable control including but not limited to strikes, lock-outs or other industrial disputes (including involving the workforce of the parties), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction (including international sanctions), accident, fire, flood or storm.
1.5 Individual Member: means an individual person having a special interest in the oil and gas exploration and production industry who is registered as a Member.
1.6 Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.7 IWCF Brand Guidelines: means the guidelines provided by us to Members from time to time relating to the use of the Logo and any other applicable Intellectual Property Rights.
1.8 Logo: means the IWCF logo which is registered in the United Kingdom under trade mark number UK00003150209.
1.9 Member: an individual or organisation who has been accepted as a member of IWCF and who is entitled to receive the Benefits. “Membership” shall be construed accordingly.
1.10 New Member Fee: means the fee which you are required to pay in order to register as a Member, as set out on our Website and as may be updated from time to time. The fee may differ as between Corporate Members and Individual Members; different categories of businesses; and different financial thresholds.
1.11 Renewal Fee: means the annual fee which you are required to pay to renew your Membership as set out on our Website and as may be updated from time to time.
1.12 Website: means the IWCF website which is currently available at www.iwcf.org
2 ABOUT US
We are INTERNATIONAL WELL CONTROL FORUM, a Scottish charitable incorporated organisation incorporated under the Charities and Trustee Investment (Scotland) Act 2005 (Scottish charity number SC045842) and having its principal office at Inchbraoach House, Montrose, Angus DD10 9UA (“IWCF”). You can contact us by emailing us at email@example.com.
3 MEMBERSHIP APPLICATION
3.1 In order to register as a Member with us you must:
3.1.1 complete and submit an application form through our Website;
3.1.2 pay the appropriate New Membership Fee; and
3.1.3 provide such additional information and/or evidence to support the application as reasonably requested by IWCF.
3.2 You agree and acknowledge that we may reject your application to become a Member or any application to renew your Membership.
3.3 You agree and acknowledge that you may not apply to become an IWCF accredited centre unless you are registered as a Corporate Member.
3.4 Membership with us runs from 1 January to 31 December of the same calendar year (“Membership Period”):
3.4.1 If you become a Member between 1 January and 1 October of any year then you are required to pay the full New Member Fee regardless of starting date and if you wish to renew your Membership this must be done from 1 January of the following year.
3.4.2 If you become a Member between 1 October and 31 December of any year then your Membership will apply until the December of the following year (i.e. Membership will apply up to a maximum of 14 months). Thereafter you will require to renew your Membership.
3.5 IWCF may change the dates set out in 3.4 and shall notify you in advance of any such change.
3.6 If you wish to renew your Membership you must submit the renewal application form which is sent to you by IWCF. Once such application form is submitted and your renewal approved you must pay the appropriate Renewal Fee.
3.7 In the event that you fail to pay the Renewal Fee within 8 weeks of the end of the previous Membership Period, you agree and acknowledge that we shall be entitled to charge you the New Membership Fee in order to renew your Membership or we shall be entitled to expel your membership.
4 MEMBERSHIP RIGHTS AND OBLIGATIONS
4.1 Throughout the course of your Membership with us, you shall:
4.1.1 provide us with all information and materials which we may reasonably request in connection with your Membership and shall ensure that such information is accurate in all material respects and notify us of any material updates to your status;
4.1.2 keep all material relating to the Benefits and your Account confidential except insofar as such information is publicly known;
4.1.3 comply with any written instructions or procedures which we may issue to you;
4.1.4 act in the interests of IWCF, including, not acting in any way which may bring us, or the oil and gas industry, into disrepute; and
4.1.5 seek, in good faith, to ensure that IWCF acts in a manner which is consistent with its charitable purpose.
4.2 During the course of your Membership we will provide the Benefits to you. You agree and acknowledge that the Benefits are for your sole benefit as a Member, and warrant that you will not permit any third party to access or make use of the Benefits without our express written consent. We may vary or withdraw these benefits from time to time without notice (although where possible we will try to give you notice in advance).
4.3 You may attend the IWCF annual general meeting (“AGM”) and we will notify you in advance of the date of the AGM.
5 INTELLECTUAL PROPERTY RIGHTS
5.1 For the avoidance of doubt, we are the owner of the Intellectual Property Rights in the Logo and all materials, equipment, documents, correspondence and other property which we may provide to you.
5.2 As a Member, we grant you a royalty free, non-exclusive, non-sublicensable licence for the duration of your Membership to use the Logo subject to the following conditions:
5.2.1 you will comply with the IWCF Brand Guidelines or any other instruction we provide to you in respect of your use of the Logo;
5.2.2 you agree and acknowledge that use of the Logo under this licence is for your sole benefit; and
5.2.3 you warrant that you will not permit or allow any third party who is not a Member to use the Logo or display the Logo without our prior written consent.
6 LIMITATION OF LIABILITY
6.1 Nothing in these Terms shall limit or exclude our liability for:
6.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
6.1.2 fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1, under no circumstances whatever shall we be liable to you, whether in contract, delict (including negligence), breach of statutory duty, or otherwise:
6.2.1 for any loss of profit, sales, business or revenue;
6.2.2 any indirect or consequential loss arising under or in connection with these Terms; or
6.2.3 in connection with the use of, or inability to use, your Account or Benefits
6.3 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
6.4 This clause 6 shall survive termination of these Terms.
7.1 We may suspend your access and use of your Account and the Benefits at any time by writing to you if you breach any of your obligations under these Terms and you will not receive a refund of any New Membership Fee or Renewal Fee paid.
7.2 Without prejudice to the generality of the above, we reserve the right to expel or terminate your Membership and restrict your access to your Account and the Benefits:
7.2.1 at any time without notice in the event that we suspect you to be in material breach of any of these Terms;
7.2.2 in the case of Individual Members, on death;
7.2.3 in the case of Corporate Members, on the appointment of an administrator or receiver, on liquidation, on dissolution or on striking off (or in the event of any similar proceeding outside the UK); or
7.2.4 if two thirds of the IWCF trustees pass a resolution expelling your membership. Before such resolution is passed, we will provide you with at least 21 days prior notice of the intention to propose the resolution and you shall be entitled to be heard on the resolution at the relevant board meeting.
7.3 You may cancel your Membership at any time by giving us 30 days’ written notice at firstname.lastname@example.org. In the case of cancellation, you accept that no refund of the New Member Fee or the Renewal Fee (as applicable) will be payable.
8 FORCE MAJEURE
8.1 The party affected by a Force Majeure Event, shall not be liable to the other party for any delay or failure to perform its obligations under these Terms as a result of such Force Majeure Event, provided it:
8.1.1 notifies the other party as soon as possible after the start of the Force Majeure Event; and
8.1.2 uses reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
8.2 If the Force Majeure Event is such that you are prevented from making payment of the New Membership Fee or Renewal Fee (whichever is applicable) for a period of 60 days, we may terminate your Membership and these Terms immediately by giving written notice.
9.1 We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights.
9.2 Membership is personal to you, it is non-transferable – you may not assign, share or otherwise transfer your membership to any other legal entity or individual.
9.3 These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
9.4 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaching these Terms, that will not mean that you do not have to do those things or prevent us taking steps against you at a later date.
9.5 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
9.6 You should review these Terms regularly as we may change them from time to time. When we do make changes to these terms we will endeavour to provide reasonable notice to you via email or through our Website.
9.7 These Terms are governed by Scots law and the Scottish courts have non-exclusive jurisdiction.