Terms & Conditions
‘You’, a genetic disorders charity, patient group or organisation that treats or supports children and adults affected by genetic disorders, would like to work with Genetic Disorders UK (charity no. 1141583) (‘GDUK’) to increase support and donations to children and adults with genetic disorders.
The purpose of the Partnership Network and these terms and conditions is for GDUK and You to form and develop a positive collaborative relationship and to work together to raise awareness and/or funds to support those living with genetic disorders (the ‘Purpose’).
Please note that:
- any reference to GDUK, where appropriate, includes a reference to Jeans for Genes Day.
- any reference to writing includes email.
- use of the term “partner” or “partnership” is for convenience only and to signify the collaborative nature of the relationship.
Becoming a Member
These Partnership Network terms and conditions apply to You upon submission of your application to GDUK to become a member of the Partnership Network. As part of the application due diligence process, GDUK may request the following information from you:
- Your constitutional document.
- An endorsement from a medical practitioner if You are a patient group or organisation that is not a registered charity. Please supply this to GDUK within 14 days of request.
- Your accounts for the previous three years.
Please note that GDUK may refuse an application from You to become a member of the Partnership Network if it believes that it is in the best interests of the charity for it to do so. GDUK shall, if it decides to refuse an application, give the applicant its reasons for doing so, within 14 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal. GDUK shall give fair consideration to any such appeal and shall inform the applicant of its decision, but any decision to confirm refusal of the application for membership shall be final.
The Benefits of Becoming a Member
Upon becoming a member of the Partnership Network, and for the duration of your membership, You shall be entitled to the following benefits:
- The opportunity to apply for grants from GDUK; and
- An invitation to the annual leadership symposium (genetic disorder charities and patient groups only).
Members who joined the Network prior to 18 May 2020 may be entitled to receive payments via the 50/50 income share scheme relating to Jeans for Genes Day (terms and conditions for which can be found in Schedule 1).
- bring to the attention of GDUK any change to your aims, purposes and objectives.
- nominate a primary contact for GDUK to liaise with for the duration of your membership in the Partnership Network and shall promptly notify GDUK of any changes to the identity and/or contact details of the primary contact. You shall procure the primary contact’s consent to GDUK using their personal data (as defined by the Data Protection Act 1998) for the duration of your membership and after its termination solely for the purposes of providing information about the work of GDUK.
- keep separate and make available to GDUK on request and at all reasonable times, any books, documents or other records (however kept) which relate to GDUK, the Partnership Network and your membership and to permit GDUK to inspect and take copies of all such records.
Both parties agree not to do anything that would or might bring the Partnership Network or the other party, its trustees or personnel into disrepute or which might damage any goodwill attached.
To enable the parties to maximise the benefits that membership to the Partnership Network brings each party shall:
- keep the other party regularly informed about its own progress in relation to the Purpose;
- facilitate regular discussions in relation to the Purpose including in relation to performance and issues of concern, new developments and such other matters as may be agreed.
Both parties may reference the Partnership Network and the other party in its promotional material and publications, but only in connection with the Purpose. Both parties will use their best endeavours to ensure that any reference is accurate and acceptable to the other party.
Your membership of the Partnership Network shall commence upon written confirmation to You that your application to become a member has been successful. GDUK shall contact You at the end of March in each following year to confirm your desire to continue your membership. Your membership to the Partnership Network and these terms and conditions will automatically terminate, unless terminated earlier in accordance with the provisions below, if GDUK does not hear from You within 28 days of delivery of this confirmation communication.
Either You or GDUK may terminate your membership of the Partnership Network with immediate effect by giving written notice to the other party if:
- The other party ceases to operate as a charity, patient group or organisation that treats or supports children and adults affected by genetic disorders.
- The other party commits a material breach or repeatedly breaches any term of these terms and conditions.
- The other party suspends, ceases or threatens to cease to carry on all or substantially the whole of its business.
- The other party brings, or is reasonably likely to bring, the Partnership Network or the other party’s names, logos, trademarks or the reputation of the other party’s brand into disrepute.
Obligations on Termination
On termination of your membership of the Partnership Network both parties will immediately cease to use all materials bearing the other party’s names, logos and trademarks it has been allowed to use whilst a member of the Partnership Network.
On termination of your membership You shall immediately cease to refer to yourself as a member of the Partnership Network and as a partner of GDUK.
Neither party shall be entitled to charge (unless otherwise specified) the other party for the provision of anything it provides in connection with your membership of the Partnership Network and these terms and conditions, and shall otherwise be responsible for its own costs incurred in connection with your membership of the Partnership Network.
Each party shall ensure that it complies at all times with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including, without limitation, the Data Protection Act 1998.
Both parties shall keep confidential all information received about the Partnership Network, the other party and Jeans for Genes Day, other than information that is already in the public domain, is intended for use in marketing Jeans for Genes Day or is already in the possession of the other party before becoming a member of the Partnership Network.
Each party agrees to reimburse the other party in respect of any losses, expenses or damage they may incur (including reasonable legal costs and disbursements) as a result of any breach by the other party of any of these terms or conditions.
No party shall be liable for any breach of any term of these terms and conditions, which is the result of any cause beyond the reasonable control of the party in breach provided that they shall inform the other party within 7 days of the event giving rise to the breach and shall take all reasonable steps to resume compliance with these terms and conditions as soon as practicable.
Compliance. Both parties shall comply with all applicable laws and regulations. In particular, the legal requirements relating to fundraising and the disclosure of the charitable status of GDUK and You (if applicable) in fundraising and publicity materials.
Variation: GDUK may amend these terms and conditions. GDUK will notify You of any changes made to these terms and conditions by email to your primary contact. Once You have been notified, any changes will apply to your membership of the Partnership Network and your relationship with GDUK.
No Legal Partnership or Agency: Nothing in these terms and conditions is intended to, or shall be deemed to, establish any legal partnership between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Mediation: If any dispute arises in connection with these terms and conditions, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR.
Governing law and Jurisdiction: These terms and conditions 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.
Schedule 1 – 50/50 Income Share Scheme (the ‘Scheme’) – frozen 18 May 2020
For the avoidance of doubt this schedule forms part of the Partnership Network Terms and Conditions and those terms and conditions shall apply to the existing membership of the Scheme only.
Membership of the Scheme
The 50/50 Income Share Scheme was frozen on 18 May 2020 following consultation with the Partnership Network membership. Existing members of the scheme shall continue to receive 50% of the donations (‘the Payment’) received by GDUK from schools or workplaces ‘the Registrant’ that have included details of You in the “Are you affiliated to one of our partners?” section of the registration form on the Jeans for Genes website prior to 18 May 2020, when the scheme was frozen.
Following the freezing of the scheme on 18 May 2020 only existing scheme members with existing Registrants are eligible to receive the 50% Payment. New Jeans for Genes Day Registrants will not be able to select an affiliated charity as part of the Jeans for Genes Day sign-up process.
GDUK shall pay You:
- 50% of the Payment received by GDUK on or before 15 December of each respective membership year; and
- The balance of the Payment before 31 March in the following year.
In the event that the Registrant pays You directly, You shall transfer the entire amount of the donations to GDUK so that GDUK can make the relevant Payment to You. GDUK shall receipt such donations via a thank you certificate.
Please note that in order for GDUK to fulfil its charitable objects, the Payment made to You by GDUK can only be spent by You on projects that benefit those affected by genetic disorders. If you are an organisation that is not solely dedicated to the support and care of those affected by genetic disorders the Payment must appear in your accounts as restricted for the benefit of those affected by genetic disorders.
For the duration of your membership in the Scheme, GDUK grants to You a non-exclusive, personal, royalty-free sub-licence to use its names, logos and domain names (listed below) (‘the Marks’) to the extent necessary for the Purpose and for You to carry out your obligations under these terms and conditions.
You shall promptly inform GDUK of any suspected unauthorised use of the Marks (or any confusingly similar mark) of which it becomes aware.
You shall immediately give written notice to GDUK of any actual, threatened or suspected infringement of any party’s intellectual property rights used in connection with the Scheme of which it becomes aware.
Under the sub-licence You will not acquire any rights to use the Marks other than those rights granted under this sub-licence, and You must not allow any third parties to use them.
You will not do anything that would or might bring GDUK into disrepute or which might damage the goodwill attached to the Marks or their distinctiveness.
You shall indemnify GDUK against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by GDUK arising out of or in connection with:
- The exercise of your rights granted under these terms and conditions;
- Your breach of these terms and conditions; and
- The enforcement of these terms and conditions.
If You breach any of these terms and conditions GDUK will be entitled to retain 100% of the donations received from each applicable Registrant.
This sub-licence shall automatically terminate:
- on the termination of your membership of the Partnership Network; or
- in the event that the licence between GDUK and the original licensor of the Marks is terminated.
These terms and conditions have been approved 18 May 2020. Any changes to these terms and conditions will be notified to all members.
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