51³Ô¹Ï

1.1 The following terms and conditions ("Terms") apply to the Agreement between THE World Universities Insights Limited (referred to below as "us" "we" "our") and you.

1.2 The agreement between you and us comprises of:

a) the Membership Application;

b) the Membership Application;

c) these Terms; and

d) any documents referred to in the Membership Application or these Terms, (the "Agreement").

1.3 Your Network Membership will commence on the later of the start of the membership year and the date you accept these Terms & Conditions.  Your continued Network Membership is conditional upon payment of the annual Membership Fee if you fail to pay the Membership Fee in accordance with Clause 4.1 we shall be entitled to suspend your access to all Network Membership Benefits and to exclude you from the  published Sustainability Impact ratings.

2.1 In these Terms, capitalised terms will have the following meanings:

"Agreement" has the meaning given to it in Clause 1.2.

"Consumer Prices Index" the Consumer Prices Index (CPI)(all items)(United Kingdom).

"Member Confidential Information" has the meaning given to it in Clause 6.2.

"Membership Application" means the online registration form completed by you.

"Membership Effective Date" has the meaning given to it in Clause 4.2.

"Membership Fee" means the annual fee payable in respect of the Network Membership, which for the first Membership Year shall be set out in the Membership Application and for subsequent Membership Years shall be notified to you in writing pursuant to Clause 4.3.

"Membership Year" means a twelve (12) month period commencing on 1 September each year provided that the first Membership Year will commence on the Membership Effective Date and expire on 31 August in the calendar year which the Membership Effective Date falls or if the Membership Effective Date occurred after 31 August, then 31 August in the next calendar year.

"Network Membership" means a membership of our Sustainability Impact Network in accordance with these Terms and "Member" will be construed accordingly.

"Network Membership Benefits" means the Network Membership benefits set out in Clause 5.3, as may be updated from time to time in accordance with Clause 5

"Submission Period" has the meaning given to it in Annex 1.

"Supervisory Authority" means (i) an independent public authority which is established by a member state of the European Union pursuant to Article 51 GDPR; and (ii) any similar regulatory authority responsible for the enforcement of Data Protection Laws, including the Information Commissioner¡¯s Office in the United Kingdom ("ICO").

"Sustainable Development Goals" or "SDGs" has the meaning given to it in the Impact Rankings Methodology set out in Annex 1.

"THE Confidential Information" has the meaning given to it in Clause 6.1.

"Validation Period" has the meaning given to it in Annex 1.

"Working Day" means a day (other than a Saturday or Sunday) on which the banks are ordinarily open for business in the City of London.

3.1 These Terms form part of the Agreement between us and you.

3.2 We reserve the right to amend these Terms from time to time. Any such amendments will take effect from the commencement of the next Membership Year, and will be communicated to you in writing no later than 1 July in the current Membership Year.

4.1 The Membership Fee is payable by you, into a bank account designated by us in writing or by credit card within thirty (30) days of receipt of our invoice. Your Network Membership will start from the date of our receipt of your Membership Fee ("Membership Effective Date") and, unless you or we have cancelled your Network Membership under Clause 9, will automatically renew on 31 August each year provided you have paid your Membership Fee in accordance with Clause 4.2.

4.2 For renewals, the Membership Fee for the forthcoming Membership Year is payable by you, into a bank account designated by us in writing or by credit card, within thirty (30) days of receipt of our invoice ("Membership Renewal Payment Date"). If the Membership Fee remains outstanding by the Membership Renewal Payment Date, your Network Membership will be cancelled and the Agreement will automatically terminate and the provisions of Clauses 9.2 and 9.3 shall apply.

4.3 The Membership Fee shall automatically increase on an annual basis with effect from the forthcoming Membership Year in line with the percentage increase in the Consumer Prices Index in the twelve (12) month period immediately preceding the 31 March in the current Membership Year. We will notify you of any increase in the Membership Fee via e-mail no later than 90 days' prior to the start of the next Membership Year. We will issue an invoice to you for the Membership Fee for the forthcoming Membership Year on or around the 2 August in the current Membership Year.

4.4 The Membership Fee is not refundable, except as expressly set out in these Terms.

5.1 In consideration of the payment of the Membership Fee, we will provide you with the Network Membership Benefits set out in Annex 1 to these Terms.

5.2 The Network Membership Benefits are non-exchangeable and non-transferable and cannot be exchanged for monetary value. Any Network Membership Benefits not used in a Membership Year cannot be carried forward into any future Membership Year.

5.3 You can make a maximum of five (5) submission support requests in each Submission Period. You can make a submission support request by emailing impact@timeshighereducation.com. We will address support requests in the order of our receipt and respond to your submission support requests within two (2) Working Days.

5.4 Unless agreed otherwise, all Network Membership Benefits will be organised virtually.

5.5 If you fail to provide the necessary information required for the Ratings Network Membership Benefit by the end of the Submission Period, you will not be rated and will not have access to the Ratings Network Membership Benefits for that Membership Year. This does not prevent you from accessing the other Network Membership Benefits in accordance with the Agreement.

5.6 All webinars will not be private to the organisation unless otherwise stated.

5.7 In the event that any webinar sessions are cancelled by us, we will give as much notice as possible and offer alternative dates.

5.8 We reserve the right to vary, amend or withdraw the Network Membership Benefits from time to time, with effect from the commencement of the next Membership Year. Any changes to the Network Membership Benefits for the following Network Membership Year will be communicated in writing to your designated e-mail address.

6.1 You agree to keep confidential all information concerning our business or affairs that you have received or obtained from us ("THE Confidential Information") in relation to any matters contemplated under the Agreement including any of our resources or information provided to you as part of the Network Membership Benefits.

6.2 We agree to keep confidential all information concerning your business or affairs that you provide to us ("Member Confidential Information") in relation to any matters contemplated under the Agreement. However, any information provided to us by you that is required for publication of the Impact Network ratings will not be considered as Member Confidential Information.

7.1 The parties will comply with the provisions set out in Annex 3 (Intellectual Property).

8.1 Nothing in these Terms will limit or exclude the liability of either party for:

a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to Clause 8.1, neither party will have liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (a) loss of profits or anticipated savings, (b) loss of revenue, (c) loss of or damage to goodwill or reputation, (d) loss of opportunity, (e) loss of contract or (f) for any indirect, special or consequential loss arising out of or in connection with the Agreement.

8.3 Subject to Clause 8.1, our total aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement during each year of Network Membership will be limited to one hundred per cent (100%) of the Membership Fee paid by you during such year.

8.4 Except as 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.

9.1 Either party may cancel your Network Membership prior to its renewal by providing the other party with 30 days¡¯ written notice prior to 31 August in the current Membership Year. We may cancel your Membership immediately at any time if: (i) you are or become or in our opinion are likely to be or have become a Restricted Person (as defined in Annex 4 (Sanctions)); and/or (ii) breach any of the provisions of Annex 4 (Sanctions). If your Network Membership is cancelled, the Agreement will automatically terminate at the end of the current Membership Year.

9.2 Following termination of the Agreement, you will immediately cease use of our name on your website or other materials. For the avoidance of doubt, any Network Membership Benefits scheduled after the date of termination of the Agreement will be cancelled and you will not be entitled to any Network Membership Benefits which have not been redeemed as of the effective date of termination.

9.3 Termination of the Agreement will not prejudice any rights and remedies of either party which may have accrued under the Agreement up to the date of termination or expiry, and will not affect any provision of these Terms which is expressly or by implication intended to come into or remain in effect on or after termination or expiry of the Agreement.

10.1 The parties will comply with the provisions set out in Annex 2 (Data Protection).

11.1 The parties will comply with the provisions set out in Annex 4 (Sanctions).

12.1 Any notice or other communication required to be given to a party under or in connection with the Agreement will be sent by email to our email address impact@timeshighereducation.com or your email address within your Membership Application (as applicable).

12.2 You will not, without our prior written consent, assign, transfer or deal in any other manner with the Agreement or your Network Membership.

12.3 You will comply with all laws relevant to the Agreement and your Network Membership.

12.4 Nothing in these Terms is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between us, nor constitute any party to be the agent of the other or to bind, the other party in any way.

12.5 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law will prevent or restrict the further exercise of that or any other right or remedy.

12.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, then: i) in the first instance, it will be deemed modified to the extent necessary; and ii) if modification is not possible then either a) the relevant provision will be deemed deleted, or b) parties will negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7 We will not be liable for any delay or non-performance of our obligations where such delay or non-performance is caused by any event or circumstance which is beyond our reasonable control.

12.8 If a dispute arises out of or in connection with the Agreement, or the performance, validity or enforceability of it, senior representatives will in the first instance attempt in good faith to resolve the dispute.

12.9 The Agreement, and any dispute or claim arising out of or in accordance with it or its subject matter or formation, will be governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

1. Definitions 

1.1 In this Annex 2, capitalised terms will have the following meanings:

"Data Protection Laws" means the European Data Protection Laws, UK Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country, together with any guidance issued by a Supervisory Authority.

"European Data Protection Laws" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council ("GDPR") and the e-privacy Directive (each as amended from time to time), together with laws implementing or supplementing the same and any other data protection or privacy legislation in force from time to time in the EEA.

"UK Data Protection Laws" means the Data Protection Act 2018, the "UK GDPR" as defined in the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations (each as amended from time to time) and other data protection or privacy legislation in force from time to time in the United Kingdom.

2. The words "Controller", "Data Subject", "Member State", "Personal Data", "Process", "Processor" and "Processing", will have the meanings assigned in the Data Protection Laws (or where not defined in applicable Data Protection Laws, will have the meaning as in UK Data Protection Laws).

3. Subject to ensuring compliance with all applicable Data Protection Laws, each party may Process business contact information relating to personnel of the other (for example name, business telephone number, job title and business email address) for the purpose of carrying out its obligations under the Agreement and to manage the general relationship between the you and us (which for clarity, will in neither case include a right to carry out automated individual decision-making, including profiling nor marketing activities). For those purposes, each party deems that it is acting as an independent Controller and will at all times, ensure compliance with Data Protection Laws required of a Controller.

4. For the avoidance of doubt, except for the ancillary Personal Data referred to in Paragraph 3 of this Annex 2, you will ensure that any material provided to us do not include any Personal Data and we will not Process any Personal Data shared by you which falls outside the scope of Paragraph 3 of this Annex 2.

1. Definitions

1.1 In this Annex 3, capitalised terms will have the following meanings:

"Intellectual Property Rights " means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"THE Marks" has the meaning given to it in Paragraph 2 of this Annex 3.

2. As part of your Network Membership Benefits, we will send you the THE Marketing Assets ("THE Marks") which may be displayed on your website. We grant you a non-exclusive, royalty free, non-transferable, non-sublicensable, perpetual licence solely to display the THE Marks on your corporate website and on internal marketing materials for the purpose of promoting your rating results as part of the Sustainability Impact Network. You may not make any change to the THE Marks. You may not use the THE Marks or any other THE Intellectual Property Rights other than as expressly permitted by this in Paragraph 2 of this Annex 3. You must comply at all times with any brand guidelines we provide from time to time. You will indemnify us against all costs, expenses, sub-licenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us in connection with your breach of this in Paragraph 2 of this Annex 3.

3. You acknowledge that we are the sole owner of the THE Marks and all associated goodwill. You will use all reasonable endeavours to assist us in promoting the THE Marks and will not knowingly do or cause or permit anything to be done which may endanger the THE Marks or the title of such marks to us or our licensors. Without prejudice to the generality of the foregoing, any goodwill derived from the use by you of the THE Marks will accrue to us. We may, at any time, call for a document confirming the assignment of that goodwill and you will execute it.

4. You represent and warrant that you, or your parent company, own all the Intellectual Property Rights in and to any other materials provided or produced by you in connection with the Agreement or is licensed to permit us to use the same, and that our use of such materials will not infringe the Intellectual Property Rights of any third party. You will indemnify us against all costs, expenses, sub-licenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result or in connection with any claim brought against us for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, our use of the materials provided by you.

1. Definitions

1.1 In this Annex 4, capitalised terms will have the following meanings:

"Blocking Regulation" means Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based on or resulting therefrom , both as retained, amended and implemented by the United Kingdom (including by retained Commission Implementing Regulation (EU) 2018/1101  and by the Extraterritorial US Legislation (Sanctions against Cuba, Iran and Libya) (Protection of Trading Interests) Order 1996 ) and as implemented by any member state of the European Union.

"Restricted Territory" means a country or territory that is subject to comprehensive country- or territory-wide Sanctions Laws, being at the date of this Agreement the Crimea, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea, and Syria.

"Restricted Person" means an individual or entity:

a) listed or referred to on any Sanctions List, whether by name or description;

b) located, ordinarily resident or domiciled in, incorporated, constituted or organised under the laws of, or that is or is part of the government of, a Restricted Territory; and/or

c) "owned" or "controlled" by, or "acting on behalf of or at the direction" of (as those terms are defined or understood under relevant Sanctions Laws and associated guidance), a person referred to in (a) or (b).

"Sanctions Authority" means any government or regulatory body of:

a) the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury and the Bureau of Industry and Security of the U.S. Department of Commerce);

b) the United Kingdom (including the Office of Financial Sanctions Implementation in His Majesty's Treasury, the Office of Trade Sanctions Implementation in the Department of Business and Trade, and His Majesty's Revenue and Customs);

c) the European Union or, to the extent applicable, any Member State thereof; and

d) the United Nations (including the United Nations Security Council and any United Nations Security Council Sanctions Committee);

"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Consolidated List of Persons and Entities subject to Financial Sanctions maintained by the European Commission, the UK Sanctions List maintained by the UK Government, and/or any similar or equivalent list maintained by, or public announcement of Sanctions designation made by, any Sanctions Authority.

"Sanctions Laws" means economic, financial and trade sanctions laws, regulations, rules and/or restrictive measures (including embargoes and import and export controls) administered, implemented, enacted or enforced by any Sanctions Authority.

2. Terms

2.1 By entering into the Agreement, you warrant and represent that you are not currently, and never have been, a Restricted Person.

2.2 You shall not:

a) in connection with the Agreement, engage in any transaction, activity or conduct with, in relation to or for the benefit of, a Restricted Person or Restricted Country;

b) pass on, confer, distribute or allow access to any Network Membership Benefits to or for the benefit of a Restricted Person;

c) fund any part of the Membership Fee, or any other payment to us, from activity or conduct involving or related to a Restricted Person or Restricted Territory; and/or

d) engage in any conduct reasonably likely to cause us to breach any Sanctions Laws applicable to us or expose us to risk of enforcement action under Sanctions Laws;

2.3 You must:

a) comply with all Sanctions Laws in connection with the Agreement and in all dealings with us, and ensure your directors, officers, employees and affiliates do likewise;

b) inform us immediately in writing if you: (i) engage in any activity or conduct referred to in paragraph 2.2(a) to 2.2(d) of this Annex 4; and/or (ii) become a Restricted Person;

3. The requirements in this Annex 4 shall only apply to a party to the extent that does not result in any violation of the Blocking Regulation by that party.