Disruptive Innovators Network Ltd

These are the Terms and Conditions of the Disruptive Innovators Network Ltd of 1 Bromley Hill Close, Nunthorpe Middlesborough TS7 0LY registered number 11482234 (hereinafter called DIN).

1. General and Definitions

 ‘The Website’ is https://disruptiveinnovatorsnetwork.co.uk.

1. ‘Member’ is any person, business or organisation that is currently a landlord and owns and manages stock in the social/affordable housing sector and is registered with the regulator of social housing. that has paid the membership fee and been accepted as a member of DIN. The definition of a Member may be amended by DIN over time.
2. ‘Delivery Partners’ are any person, business or organisation that provide or potentially provide consultancy or relevant services to Members. They may be Tier 1 which DIN has a close working relationship with e.g., Amazon and Microsoft and Tier 2 a supplier that sells products and services to the social/affordable housing sector.
3. ‘Clients – the joint name for Members and Delivery Partners.
4. ‘Joining Fee’- the payment due upon joining DIN. If a Member leaves and wishes to re-join after a break of longer than a twelve month period, then the Joining Fee will be again payable.
5. ‘Membership Fee’- The subscription payable for access to DIN.
6. ‘Payment’ – is by direct debit or bank transfer.
7. ‘Charge’ – the fee for any services to be provided over and above what is included in the membership subscription.
8. ‘Services’ – will include workshops, conference, study visits, consulting or other matters provided by DIN over time.
9. ‘Days’- All the days in a week excluding weekends and Bank Holidays.
10. These Terms and Conditions will represent the whole of the terms between DIN and the Clients. Any changes to these must be agreed in writing by DIN.
11. All Joining Fees, Membership Fees and Charges will be subject to VAT at the current rate.

2. The Membership Contract 

1. A potential member must contact DIN for an initial discussion. If both parties decide to proceed the potential member will be asked to complete a membership application form and be sent an invoice for the Joining Fee and Membership Fee.
2. The membership contract is made when the Member has returned the application form and made the first Payment due. No membership benefits can be taken until this Payment has been received by DIN.
3. Any amendment to the Membership Contract must be agreed by DIN in writing.
4. DIN can terminate the Membership Contract immediately should the Member commit a material breach of the contract or these Terms and Conditions.
5. The Member will have the opportunity to read these Terms and Conditions and any questions answered before submitting an application form and entering a Membership Contract. By entering the Membership Contract, the Member is accepting these Terms and Conditions.
6. Members in a group structure or merging to form a new organisation. 
   Current members:
   If an existing member merges with another housing association to form a new single entity. Member fees will be re-calculated on the total homes owned and managed.   
   If an existing Member becomes ‘part of’ a housing provider group, but retains its own identity, management and board structure.  They will continue to pay fees as an individual Member.
   New members 
   If a new member is part of or is a subsidiary of a housing group or provider.  They will be advised on joining that they will pay fees as an individual member.  The joining fee will be waived. 

3. The Services supplied by DIN

1. A variable series of Services will be supplied to the Member by DIN throughout their membership period.
2. At least two face to face meetings per year for Members plus an annual conference subject to any current travel restrictions.
3. Masterclasses in topics relevant to the Services supplied and to be supplied by the Member.
4. Study visits in the UK and abroad depending upon the topics of interest and interest shown by the Members.
5. Lightning Pitches both online and in person where start-ups, early-stage growth (up to 3 years old) and new market entrants pitch their solution to a problem direct to the other Members. Currently each participant has seven slides to pitch in seven minutes with seven minutes being allowed for questions afterwards.
6. DIN labs provide Members with the opportunity to try out new business models or tech to ascertain how they should proceed in the future. A crowd funding model is used. DIN will take fifty percent of the funds and Delivery Partners paid for their time. A fee for DIN will be negotiated with the Member should they obtain business from their presentation. If appropriate the Member will be migrated across to Social Housing Emerging Disruptors (SHED) that has been established with Procurement for Housing (PFH) and DIN will continue to take a percentage of the sales generated as a result of the initial presentation.
7. Consultancy and strategic business services are available at an additional charge.
8. Potential access depending on circumstances to the SHED procurement framework.
9. Free access to the Data Science Analytics Forum (DSAF).
10. Further Services are set out on the Website. However, these are subject to change and will vary over time.

4. Property Technology Delivery Channel (Proptech)

1. This is open to social housing landlords and registered for profit housing providers. All must manage stock.
2. Its purpose is to seek Proptech solutions for social housing problems.
3. Proptech will provide face to face events both in groups and on a 121 basis.
4. Some Proptech services will overlap with those of DIN and some be separately organised.
5. Some Proptech events are included in the Membership Fee, and some are charged separately. The Member will be advised which events must be paid for separately.
6. The Proptech events may include meetings, an annual conference, innovation leadership programmes, guidance on developing a Proptech strategy, DIN labs and study visits. Full details will be given by Proptech The exact programme will change over time.

5. The Charge 

1. Some Services are included in the Membership Fee, but others will be charged separately by invoice to those wishing to attend. The Member will be charged for these Services as they arise. The Charge may vary from time to time.
2. Any Charge must be paid as required on the invoice.
3. If an invoice is not paid within 30 days of issue, then interest at 8% per annum above the current Bank of England base rate will be payable together with the current recovery fees.
4. All invoices must be paid in full without set-off, deduction or counterclaim.
5. If it is necessary to increase any Charge due to changing circumstances the Client will be given the option to pay the increased Price or to cancel the Services requested.
6. It is assumed that all Clients are ordering in the course of a business and no refunds will be issued.

6. The Membership 

1. This is open to any person, business or organisation that meets the current membership criteria.
2. All information is based on UK laws and regulations unless stated otherwise and a Member should check local laws and regulations if they are outside the UK.
3. DIN reserve the right to refuse membership or to terminate a membership.
4. If any Membership Fee is not paid on the due date the membership will be suspended until payment is received.
5. The benefits and services will include but not be limited to a range of discounted consulting services and groups, and other downloadable resources.
6. The benefits will vary over time and full details of the current benefits and services can be obtained from DIN.
7. Membership will be for a minimum of twelve months. No refunds will be given should the membership be ended before that time. Any outstanding monthly payments will remain payable.
8. At the end of the initial twelve-month period membership will continue from month to month until ended by either party giving the others one months’ notice of termination in writing by email. Notice given in one month will cancel the membership on the payment date in the following month.
9. The Membership Fee may increase for any Member over time. The Member will be given one month’s notice of any increase.

7. The Delivery Partners 

1. The Delivery Partners of goods and services within DIN are there by invitation only because DIN considers they fit their idea of a suitable partner to promote their work and support their Members.
2. DIN will act in good faith but gives no warranty as to the standard of the goods and services provided in any specific case by a Delivery Partner.
3. The Delivery Partner must warrant that all information they provide to DIN and Members is complete and accurate. They must immediately inform DIN of any changes.
4. The Delivery Partner remains responsible for all content they supply to DIN and warrant that they own or have the right to use any intellectual property in such content.
5. The Member must satisfy themselves that any goods or services are appropriate for their needs.
6. The Delivery Partners warrant with DIN that they will act honestly and to a good standard to any Members and other Delivery Partners who contact them through DIN and will reply promptly to all enquiries.
7. The Delivery Partners are operating as totally independent businesses from DIN and there is no partnership or agency between them.

8. The Services 

1. Services may be booked by the Client through the Website or direct with DIN.
2. The descriptions of the Services by DIN will be as accurate as possible and provided in good faith.
3. The Member must satisfy themselves that the Services as described meet their requirements before placing an order to purchase. DIN is always willing to answer any questions or queries.
4. If the Member has any particular requirements that are essential to them, they must contact DIN to discuss the matter before entering a contract for membership or for Services to ensure this is acceptable to DIN.

9. Study Visits

1. Details of study visits will be made available to Members and Delivery Partners as they are arranged.
2. Most will be subject to an extra Charge payable before the visit upon issue of an invoice.
3. The Member and Delivery Partners will be responsible for their own travel and accommodation arrangements and general expenses.
4. Information on what exactly is covered by the Charge paid for a study visit will be made available prior to the visit.
5. Members and Delivery Partners are advised to take out their own medical insurance and general insurance against the event being cancelled for reasons beyond the control of DIN. No costs or expenses will be refunded or paid by DIN.

10. Reliance on Information 

1. Any information, documentation, or opinion on the Website or given at any event organised by DIN will be given in good faith based on the experience of DIN.
2. Content on the Website is provided for general information only.
3. DIN gives no warranty as to the accuracy of any information, documentation, or opinion. They are not providing legal, financial, or professional advice through the Website or at any event. The Client must obtain professional or specialist advice for their specific circumstances.
4. DIN cannot warrant that the information on the Website or at any event will be complete, accurate or available or that the quality of any products, services, information, or other material purchased or obtained by the Member based on information on the Website or given at an event by DIN will meet expectations.
5. The Client must always rely on their own judgement in how they use any information supplied by DIN or their Delivery Partners.

11. Cancellation of Events 

1. Once an individual booking or organisations place(s) is confirmed, refunds are available at 50% up to 28 days before and 25% refunded up to 15 days before the event date.  After 14 days no refunds will be made.
2. Individual consulting sessions require seven days’ notice of cancellation, or the session will be lost.
3. DIN may cancel any event if due to circumstances beyond their control. An alternative date will be arranged on a date that is mutually convenient or if necessary, the Charge will be refunded to the Client.

12. Limitation of Liability 

1. Should DIN be prevented, hindered or delayed from performing their obligations by circumstances outside of their control (including without limitation acts of God, flood, drought, earthquake, other natural disasters, epidemic or pandemic, a terrorist attack, war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, the imposition of sanctions, embargo or breaking off diplomatic relations, nuclear, chemical or biological contamination, any law or action by government or public authority, the collapse of buildings, fire explosion or accident, any labour dispute or strike, non-performance by suppliers or subcontractors, interruption or failure of utility service, any action or order from the government, travel restrictions )DIN shall be relieved from performing their obligations and will not be in breach of the Membership Contract or other contract or otherwise liable for any such failure or delay in the performance of such obligations.
2. The liability of DIN to the Clients shall not exceed the Charge paid.
3. DIN is not liable for any indirect or consequential losses to the Clients or any third party.
4. The Membership Contract and any other agreement are exclusive to the Clients and no third party shall have any rights under that Membership Contract or agreement.
5. DIN has no liability for any loss of profits, goodwill, reputation, special or indirect losses or any other business losses.
6. DIN does not exclude liability for death or personal injury caused by the negligence of DIN or their employees, agents or subcontractors or fraud or fraudulent misrepresentation.

13. Relationship with other Members 

1. Throughout their membership Members will not be involved in any illegal or unauthorised purpose, and they will comply with all applicable UK laws relating to on and offline conduct.
2. The Members and Delivery Partners must not use any automatic or manual process to harvest information from the Website or other membership information for the purpose of sending emails or other commercial communication.
3. There may be links to other websites on the Website. DIN has no responsibility whatsoever for any such links or other websites.
4. The Members must treat other Members at all times with respect and honesty. They will not use any information not in the public domain obtained through their membership with any third party but treat it as strictly confidential.

14. Intellectual property 

1. All copyright, trademarks and all other intellectual property rights on the Website, logos, design, documents, materials, or copy shall remain always vested in DIN and their suppliers. Any attempt to copy any Website content, marketing, or business materials, or reproduce, transmit, publish, display exploit, or create derivative products or items shall render the Clients liable for damages.
2. If the Website content, logos, design, labels, copy, or any materials whatsoever used by DIN are used by a third party for any purpose, not permitted herein the Clients will be liable to DIN for damages and any legal costs. They must take appropriate steps to ensure such use ceases immediately.
3. The Member is granted a licence to use the documents and other materials on the Website and provided at events for the personal use of the Member and their business only. They must not be passed to a third party or copied in any way either commercially or otherwise.

15. Data Protection

1. All data supplied to DIN by the Clients will be kept safely in accordance with the UK General Data Protection Regulations (GDPR)and general UK legislation as set out in their current Privacy Notice.
2. The Clients will similarly comply with all current data protection legislation when dealing with data regarding DIN and other Clients.
3. DIN may take photos or recordings of events to be used for marketing, publicity or for training purposes. The Clients will be informed when such recording or photography takes place and have the opportunity to decline to participate.

16. Complaints 

The Client must raise any problem or complaint it has with DIN immediately the issue arises and confirm this in writing within seven days. DIN will immediately arrange a meeting to discuss the issue raised and seek to find a mutually acceptable solution.

17. Severance 

If any part of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and Conditions and shall not affect the validity and enforceability of any of the remaining provisions.

18. Waiver 

The waiver by DIN of a breach, default, delay, or omission of any of these terms or the Membership Contract or other contract by the Clients will not be construed as a waiver of any preceding or subsequent breach of the same or other provisions.

19. Transfer 

The Clients may not transfer any of their rights under the Membership Contract or other agreement with DIN to any third party.

20. Law

 The laws of England and Wales govern these Terms and Conditions.