Terms of use licence
Please read carefully before accessing, downloading or using any content from the Hydrogen Knowledge Centre.
LAST UPDATED: January 2021
This licence agreement (“Licence”) is a legal agreement between you (“Licensee”, “you”, or “your”) and The Institution of Gas Engineers and Managers incorporated by Royal Charter dated 23 May 1929 (as amended by Supplementary Charter) (RC000265) whose registered office is at IGEM House, 26 & 28 High Street, Kegworth, Derby DE74 2DA (“Licensor”, “us” or “we”) for:
• Access to and use of the Hydrogen Knowledge Centre, an online portal providing information and resources referred to as the Hydrogen Knowledge Centre (the “HKC”); and
• digital materials which are capable of being printed either electronically or in hard copy form (“Materials”), the Hydrogen Knowledge Centre and Materials together referred to as the “Content”.
We license use of the Content to you on the basis of this Licence. We do not sell the Content to you. We own or are licensees of the Content and nothing in this Licence transfers any ownership rights to you.
You should print or download and store a copy of this Licence for future reference.
1) Grant and scope of licence
1.1 In consideration of payment by you of the agreed fee (“Membership Fee”) to be a member of the Institution of Gas Engineers and Managers which provides you with certain benefits (“Membership”), or registration by you for free trial access to the HKC, and you agreeing to abide by the terms of this Licence, we grant to you a limited, terminable, non-exclusive, non-transferable with no right to grant sub-licences, licence to use the Content in the United Kingdom for your internal business purposes only and subject to the terms of this Licence.
1.2 This Licence shall commence on the date on which you accept the terms of this Licence by accessing the Hydrogen Knowledge Centre through your MyIGEM account or direct registration on the HKC (“Commencement Date”) and shall automatically expire upon the expiry or termination of your Membership or any trial period.
1.3 If you are purchasing Membership of IGEM to gain full access to the HKC, you hereby agree to adhere to IGEM's Professional Code of Conduct.
2) Restrictions
2.1 Except as expressly set out in this Licence or as permitted by law, you undertake:
2.1.1 not to copy the Content;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content;
2.1.3 not to issue or communicate copies of the Content to the public where public is deemed to mean any person (natural or legal) who is not under the terms of an employment contract with you;
2.1.4 not to make any adaptation or do any act listed in clauses 2.1.1 to 2.1.3 in relation to an adaptation;
2.1.5 not to make alterations to, or modifications of, the whole or any part of the Content, nor permit any part of it to be combined with, or become incorporated in, any other program, material or content, digital or otherwise;
2.1.6 to keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Materials;
2.1.7 to supervise and control use of the Content and ensure that the Content is used by you or your employees in accordance with the terms of this Licence;
2.1.8 to include any copyright notice on all copies you make of any of the Materials on any medium;
2.1.9 not to provide or otherwise make available the Content in whole or in part, in any form to any person other than your employees without prior written consent from us; and
2.1.10 not use the HKC via any communications network or by means of remote access unless you have adequate information and cyber security systems and processes in place.
2.2 Where Content made available by Us is subject to a Creative Commons license, you shall not use that Content other than in accordance with the terms of that Creative Commons licence.
3) Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Content anywhere in the world belong to us or our third party licensors and, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the HKC or the Materials other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the HKC in source code form.
3.3 If you become aware of any infringement by any third party of our intellectual property rights in the HKC or the Materials, you will promptly notify us and provide us with all assistance required by us for the purpose of bringing, settling or disputing any infringement against such third party.
4) No warranty
4.1 We do not warrant nor make any representation that any of the Content (in whole or in part) does not, nor will not infringe the intellectual property rights, or statutory or common law rights, of any third party.
4.2 The Content is provided “as is” and you are wholly responsible for verifying any Content before you make use of it. We do not warrant or make any representation that the Content is reliable, accurate or complete or that your access to it will be uninterrupted, timely or secure.
4.3 We may provide links to websites, resources and information which are provided by third parties, the contents of which we have no control. These links are provided for your information only and you should not interpret the provision of such link, resource or information of our approval or endorsement of it and we do not make any warranty or representation in connection with your use of it.
5) Limitation of liability
5.1 You acknowledge that the Content has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Content meet your requirements.
5.2 We supply the Content for internal use by you as an individual or as a business, and you agree not to use or attempt to use the Content for any re-sale purposes.
5.3 We shall not, under any circumstances, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
5.3.1 loss of profits, sales, business, or revenue;
5.3.2 business interruption;
5.3.3 loss of anticipated savings;
5.3.4 loss or corruption of data or information;
5.3.5 loss of business opportunity, goodwill or reputation;
5.3.6 where any of the losses set out in clause 5.3.1 to 5.3.5 are direct or indirect; or
5.3.7 any special, indirect or consequential loss, damage, charges or expenses.
5.4 Other than the losses set out in clause 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the annual Membership Fee. This maximum cap does not apply to clause 5.6.
5.5 The time limit for bringing any claim for a direct breach of this Licence shall be three (3) months from the date upon which the event giving rise to the claim occurred or three (3) months from the date upon which the event giving rise to the claim should reasonably have been known by you. This time limit does not apply to clause 5.6.
5.6 Nothing in this Licence shall limit or exclude our liability for:
5.6.1 death or personal injury resulting from our negligence;
5.6.2 fraud or fraudulent misrepresentation;
5.6.3 any other liability that cannot be excluded or limited by English law.
5.7 Any use by you of any third-party software or content is subject to the terms of any agreement between you and the owner of such third party software or content. We have no control and have no liability for any third party software you use or any content made available to you by any third party, including its security, functionality, operation, availability or interoperability or how any third party may use any of its customer’s data.
5.8 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Content. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Content which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6) Indemnity
6.1 You hereby agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by us arising out of or in connection with any actual or alleged (including notice of any intention to make or allege to make) infringement of a third party’s intellectual property rights arising out of or in connection with your use of the Content.
6.2 This indemnity shall apply whether or not We have been negligent or at fault or whether any liability arising under the indemnity provided at clause 6.1 was known by Us or was within either party’s reasonable contemplation and whether such liability arises before, during or after the term of this Licence.
7) Termination
7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. We will not refund any part of the Membership Fee to you.
7.2 We may terminate this Licence immediately without further notice if you choose not to renew your Membership and /or do not pay the Membership Fee.
7.3 We may (at our option) suspend or terminate this Licence immediately by written notice upon receipt by us of notice that the Content (or any part of it) infringes the intellectual property rights of a third party. We will not refund any part of the Membership Fee to you for the period of time for which the Content is not available to you.
7.4 We may terminate this Licence for any reason by providing 30 days written notice to you. We will not refund any part of the Membership Fee to you for the period of time for which the Content is not available to you.
7.5 On termination for any reason:
7.5.1 access to the HKC shall be suspended or terminated (as applicable);
7.5.2 all rights granted to you under this Licence shall cease;
7.5.3 you must immediately cease all activities authorised by this Licence; and
7.5.4 you must immediately and permanently delete or remove all Materials from all computer equipment in your possession or under your control, and immediately destroy or return to us (at our option) all copies of the Materials then in your possession, custody or control and, in the case of destruction, in our absolute discretion, certify to us that you have done so.
8) Communications between us
8.1 We may update the terms of this Licence at any time on notice to you in accordance with this clause 8. Your continued use of the Content following the deemed receipt and service of the notice under clause 8.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Content on the deemed receipt and service of the notice.
8.2 If we have to contact you for any other reason other than notifying you that the terms of this Licence have been varied under clause 8.1, we will do so by email or by pre-paid post to the address you provided in accordance with your registration for access to and use of the Content.
8.3 Note that any notice:
8.3.1 given by us to you will be deemed received and properly served at the time you first access Content after such notice is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
8.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
8.4 In proving the service of any notice under clause 8.1 and clause 8.3.1, it will be sufficient to prove, that the website was generally accessible to you at the time you indicated your acceptance by clicking “I Accept” prior to continuing to access the HKC and /or Content.
8.5 In proving the service of any notice under clause 8.1 and clause 8.3.2, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
9) Events outside our control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 9.2.
9.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks or any cybersecurity incident affecting the whole or partial availability of the HKC and / or Content.
9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
9.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
9.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
10) How we may use your personal information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the HKC and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our privacy policy - https://www.igem.org.uk/privacy-policy/ and it is important that you read that information.
11) Uploading content to our site
11.1 Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of the HKC, you must comply with our content standards which are described in clause 13.
11.2 You warrant that any Contribution (as defined in clause 13.1) will comply with those content standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
11.3 The Contribution (all or part of it) you upload to the HKC will be considered non-confidential and non-proprietary. You retain ownership of all rights in your content, but you grant to us, other users (current and future) and third parties certain rights to use it. The rights you license to us are described in clause 12 (Rights you are giving us to use material you upload).
11.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
11.5 We have the right to remove any posting you make on the HKC if, in our opinion, it does not comply with the content standards described in clause 13 (Content Standards).
11.6 You are solely responsible for securing and backing up your content.
11.7 We do not store terrorist content.
12) Rights you are giving us to use content you upload
When you upload or post content to the HKC, you grant us an irrevocable, perpetual, worldwide, non-exclusive, fully paid, royalty-free, transferable with the right to grant sub-licenses, to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with our operation and making available of the HKC to our users. We may use such content across any media. Our rights to use your Contribution will last forever and you may not revoke your consent. Nothing in this clause 12 shall exclude or limit your right to withdraw consent to our use of any Contribution under the data protection legislation as described in our Privacy Policy - https://www.igem.org.uk/privacy-policy/.
13) Content Standards
13.1 These content standards apply to any and all material which you contribute to our HKC (“Contribution”) and must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
13.2 We will determine, in our sole discretion, whether a Contribution breaches these standards.
13.3 A Contribution must:
13.3.1 Be accurate (where it states facts);
13.3.2 Be genuinely held (where it states opinions); and
13.3.3 Comply with the law applicable in England and Wales and in any country in which it is posted.
13.4 A Contribution must not:
13.4.1 Be defamatory of any person;
13.4.2 Be obscene, offensive, hateful or inflammatory;
13.4.3 Bully, insult, intimidate or humiliate;
13.4.4 Promote sexually explicit material;
13.4.5 Include child sexual abuse material;
13.4.6 Promote violence;
13.4.7 Promote discrimination based on race, sex, religion, nationality, Infringe any copyright, database right or trade mark of any other person;
13.4.8 Be likely to deceive any person;
13.4.9 Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
13.4.10 Promote any illegal content or activity;
13.4.11 Be in contempt of court;
13.4.12 Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
13.4.13 Be likely to harass, upset, embarrass, alarm or annoy any other person;
13.4.14 Impersonate any person or misrepresent your identity or affiliation with any person;
13.4.15 Give the impression that the Contribution emanates from IGEM, if this is not the case;
13.4.16 Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
13.4.17 Contain a statement which you know or believe, or have reasonable grounds for believing that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
13.4.18 Contain any advertising or promote any services or web links to other sites.
14) Other important terms
14.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
14.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
14.3 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you 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. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
14.4 This Licence does not allow any third party under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
14.5 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing and that will not mean that we will automatically waive any later default by you.
14.6 Each of the terms of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.
14.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales provided that we may seek injunctive relief in any court of competent jurisdiction.