Inclusive Employers Last updated: 2025
1. Definitions and interpretation
In this Agreement the following definitions apply unless the context requires otherwise:
“Application” means the registration application form completed by organisations applying for Membership of IEL.
“Agreement” means this agreement between IEL and the Member as amended from time to time in accordance with clause 2.5.
“IEL” means Inclusive Employers Limited, a company incorporated in England and Wales under company number 07337659 whose registered office is at 30 Stamford Street, London, England SE1 9LQ.
“IE Website” means the website with the URL of www.inclusiveemployers.co.uk.
“Member” means an organisation whose Application has been accepted by IEL in writing.
“Membership” means the rights and obligations of a Member arising out of this Agreement.
“Membership Benefits” means the benefits accorded to a Member in relation to its Membership at the relevant Membership Level.
“Membership Fee” means the fees due from a Member to IEL for a Membership Period at a Membership Level.
“Membership Level” means the level of Membership of a Member and relates to the level of service provided by IEL to the Member and the Membership Fees payable to IEL.
“Membership Materials” means all training and similar materials, reports, documents, products and materials developed by IEL or its agents, subcontractors, consultants and employees in relation to the Membership Benefits in any form, including electronic files, computer programs, data, reports and specifications (including drafts).
“Membership Period” shall have the meaning given to it in clause 4.1.
“Party” means each of IEL and the Member and “Parties” shall be construed accordingly.
“Data” means all data, information, text, drawings, diagrams, images, sounds and other materials which are embodied in any medium, including any electronic, optical, magnetic or tangible medium including compilations of any of the foregoing.
“Personal Data” means any information which: (i) falls within the definition of “Personal Data” under the Data Protection Legislation; and (ii) in relation to which IEL is providing the Membership Benefits or which IEL Processes (subject to the Data Protection Legislation) in connection with this Agreement.
“Processing” and “Process” have the meaning given under the Data Protection Legislation.
“Data Subject” has the meaning given under the Data Protection Legislation.
“Data Protection Legislation” means (i) the UK Data Protection Legislation and all laws that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended from time to time, including, without limitation, the EU Directive 2002/58/EC (as amended by 2009/139/EC), the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) (“EU GDPR”) and any consequential national data protection legislation, in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including, but not limited to, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) all as amended, replaced, extended, re-enacted or consolidated.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
2. General
2.1 This Agreement comprises the terms and conditions upon which IEL will (subject to acceptance by IEL of an Application) make the Membership Benefits available to Members. Members warrant that they are authorised to agree to the obligations set out in this Agreement, in particular the obligation to pay the Membership Fee.
2.2 By submitting the Application, the Member agrees to abide by the terms and conditions of this Agreement. By accepting the Application IEL agrees to provide the Membership Benefits in accordance with the terms of this Agreement to the Member during the Membership Period.
2.3 The Member hereby agrees to accept and abide by these conditions for the entire Membership Period. Subject to the Agreement being terminated in accordance with clause 6, at the end of each Membership Period, the Member further agrees that this Agreement (including any such amendments thereto as detailed in clause 2.4) shall continue for a further Membership Period in accordance with clause 4.7 and the Member further agrees to pay the Membership Fee for each such additional Membership Period in accordance with the terms of this Agreement.
2.4 IEL may refuse to accept an Application at its complete discretion. IEL is under no obligation to give any reason for the refusal (or any refusal to renew Membership) but where the Membership Fee has been paid prior to such refusal, IEL shall as soon as reasonably practicable refund the Membership Fee paid.
2.5 These terms and conditions may be amended by IEL during the Membership Period with the amendments taking effect at the end of the current Membership Period. The placement of an amended Agreement on the IE Website from time to time will be deemed full and sufficient notice for any such amendments to be agreed between the Parties for the new Membership Period. Members should check this page from time to time (and, in particular, prior to the end of each Membership Period) to ensure that the Member fully understand the terms and conditions that apply to their Membership.
2.6 This Agreement shall form the entire agreement between the Parties. No amendment to this Agreement shall be agreed other than in writing between the parties or as detailed in clause 2.5 of this Agreement.
3. Acceptance
3.1 Acceptance of the Application for Membership and confirmation of the Membership Benefits to be provided at the relevant Membership Level will be electronic to the email address(es) of the Member supplied to IEL. The number of valid email addresses is dependent on the Membership Level and is detailed on the IE Website.
3.2 IEL shall provide such confirmation as soon as reasonably practicable following IEL’s acceptance of an Application.
4. Membership
4.1 The first membership period is a period of 12 months from the date of acceptance of the Application by IEL and, in the case of each subsequent membership period, a period of 12 months from the date of renewal of the Membership (being the anniversary of the acceptance of the Application by IEL) (each a “Membership Period”).
4.2 The Membership Benefits will be made available by IEL to the Member in accordance with its Membership Level for the Membership Period provided the Agreement is not terminated for convenience or for any other reason.
4.3 The Membership Levels are defined on the IE Website at Inclusive Employers Membership – Inclusive Employers (as such link may be amended from time to time).
4.4 The Membership Benefits are defined on the IE Website at Inclusive Employers Membership – Inclusive Employers (as such link may be amended from time to time).
4.5 The Membership Levels and the associated Membership Benefits may be amended, varied or withdrawn by IEL from time to time at its complete discretion, including any changes to the Membership Fee (which become effective on Membership renewal commencing on the next Membership Period). IEL shall use reasonable endeavours to publish any changes to or withdrawals of the Membership Levels and the associated Membership Benefits on the IE Website at least 30 days before it implements such variations but it shall be the Member’s responsibility to regularly review the Membership Levels and the associated Membership Benefits from time to time during the Membership Period.
4.6 The Membership Fee becomes payable by the Member for the first Membership Period once the Application has been accepted by IEL and for each subsequent Membership Period on the anniversary of such date.
4.7 The Member hereby agrees that its Membership will be renewed for a further Membership Period at the Member’s Membership Level at the end of the current Membership Period automatically, unless the Membership is terminated in accordance with clause 7 below.
4.8 All fees and payments to IEL by Members will be made within 30 days’ of receipt of invoice from IEL. Invoices will include VAT at the then current rate where applicable.
4.9 Without prejudice to any other right or remedy that IEL may have, if the Member fails to pay IEL any sum due under this Agreement by the due date:
4.9.1 the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
4.9.2 IEL may charge an administration fee of £50
4.9.3 IEL may suspend all or part of the Membership Benefits to the Member until payment has been made in full; and
4.9.4 IEL may cancel the Membership where such payment remains overdue for a period of 7 days after IEL notifies the Member that such payment is overdue.
4.10 IEL shall provide the Membership Benefits using all reasonable care and skill.
4.11 IEL will use reasonable endeavours to meet any performance dates specified in the Member’s Membership Level and associated Membership Benefits, but any such dates are estimates only and failure to perform the Membership Benefits by such dates will not give the Member the right to terminate this Agreement.
5. Member responsibilities
5.1 The Member shall:
5.1.1 co-operate with IEL in all matters relating to the Membership;
5.1.2 provide IEL, in a timely manner, with all documents, Data, information and materials reasonably required by IEL (including the Application) to provide the Membership Benefits and ensure that they are accurate and complete;
5.1.3 maintain IEL’s materials in the Member’s possession or control in good condition and shall not dispose of or use IEL’s materials other than in accordance with IEL’s written instructions or authorisation;
5.1.4 comply with all applicable laws; and
5.1.5 provide IEL, its employees, agents, consultants and subcontractors, with access to the Member’s premises, office accommodation and other facilities as reasonably required by IEL.
6. Confidentiality and privacy
6.1 The Member shall not at any time disclose to any third party any information that it has received from IEL that is of a confidential nature (including without limitation trade secrets and information of commercial value), unless such information is public knowledge or already known to the Member at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Member from a third party.
6.2 Subject to clause 6.3, IEL shall not at any time disclose to any third party any information that it has received from Members that is of a confidential nature, unless it is required to do so by law or such information is public knowledge or already known to IEL at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of IEL from a third party.
6.3 IEL will be able to refer to the fact of a Member’s Membership (and the Membership Level) and such information shall not be deemed to be confidential.
6.4 IEL shall at all times during the term of this Agreement (and to the extent applicable following its expiry) comply with IEL’s Privacy Policy as detailed on the IE Website.
6.5 Both Parties will comply at all times with their own obligations under the Data Protection Legislation. The Parties acknowledge and agree that the Member is the Controller and IEL is the Processor acting for and on behalf of the Member.
6.6 IEL will Process Personal Data only as required to provide the Membership Benefits. The scope, nature and purpose of Processing by IEL, the duration of the Processing and the types of Personal Data and categories of Data as required by Article 28 (3) of the GDPR or equivalent provisions of any Data Protection Laws are set out in Annex 1 or as otherwise agreed between the Parties.
6.7 Without prejudice to the generality of clause 6.5, the Member will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to IEL or the collection of Personal Data by IEL for the duration and purposes of this Agreement.
6.8 Without prejudice to the generality of clause 6.5, IEL shall, in relation to any Personal Data processed in connection with the performance by IEL of its obligations under this Agreement:
6.8.1 process that Personal Data only on the documented written instructions of the Member which are set out in Annex 1;
6.8.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
6.8.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
6.8.4 not transfer any Personal Data outside of the UK or EU unless the following conditions are fulfilled:
6.8.4.1 the Member or IEL has provided appropriate safeguards in relation to the transfer;
6.8.4.2 the Data Subject has enforceable rights and effective legal remedies;
6.8.4.3 IEL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
6.8.4.4 IEL complies with reasonable instructions notified to it in advance by the Member with respect to the processing of the Personal Data;
6.8.5 assist the Member, at the Member’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6.8.6 notify the Member without undue delay on becoming aware of a Personal Data Breach;
6.8.7 at the written direction of the Member, delete or return Personal Data and copies thereof to the Member on termination of the Agreement unless required by Domestic Law or EU Law to store the Personal Data; and
6.8.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
6.9 The Member hereby consents to the appointment of all subcontractors that IEL has appointed as third-party processors of Personal Data in order to assist IEL in complying with its obligations under this Agreement. IEL has, or as the case may be, will enter into, written agreements with each subcontractor incorporating terms which are similar to those set out in this clause 6. As between the parties, IEL shall remain fully liable for all acts or omissions of any subcontractors appointed by its pursuant to this clause 6 relating to their processing of the Personal Data.
7. Termination
7.1 The Member may terminate this Agreement for convenience by giving not less than 30 days’ written notice to IEL, such notice to terminate at the end of the then-current Membership Period. No refund of Membership Fees will be made in these circumstances.
7.2 IEL may terminate this Agreement at any time by giving not less than 30 days’ written notice for convenience to the address given on the Application in which case IEL shall refund the Membership Fee for the remaining Membership Period to the Member on a pro-rated basis (calculated by dividing the number of whole calendar months’ unexpired membership divided by the current Membership Period). Refund of the Membership Fee in accordance with this clause shall be the Member’s only remedy for loss of the Membership Benefits for the remainder of the terminated Membership Period.
7.3 IEL may terminate this Agreement with immediate effect and without liability if:
7.3.1 the Member commits a material breach of this Agreement and fails to remedy that breach within 30 days’ of receiving notice from IEL notifying it of the breach and requiring remedy; or
7.3.2 the Member fails to pay the Membership Fee within 30 days’ from receipt of invoice from IEL; or
7.3.3 the Member makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed; or
7.3.4 the Member undergoes a change of control within the meaning of Section 416 of the Income and Corporation Taxes Act 1988.
7.4 If IEL exercises its right to terminate the Agreement pursuant to clause, it shall provide notice to the Member stating the reasons for termination and the effective date of termination.
7.5 Termination of the Agreement for any reason shall automatically terminate the Member’s Membership Benefits.
7.6 Promptly and in any event within 30 days’ of termination of Membership for any reason:
7.6.1 the Member must remove all references to IEL from its public materials (including, but not limited to, publicity, promotional matter, recruitment materials and website);
7.6.2 the Member shall immediately pay to IEL all of IEL’s unpaid invoices and interest; and
7.6.3 the Member shall return to IEL all equipment, materials, Data and other property belonging to and supplied by IEL in connection with this Agreement.
7.7 Upon termination of Membership, where permitted by law, details of the Membership will be retained by IEL allowing for a Member to easily resume their Membership.
7.8 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including clause 6, this clause 7.8, clause 8 and clause 9.
8. Intellectual property
8.1 All Intellectual Property Rights in or arising out of or in connection with the Membership (including for the avoidance of doubt the Membership Materials) (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by IEL.
8.2 IEL grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Membership Period to copy the Membership Materials (excluding materials provided by the Customer) for the purpose of receiving and using the Membership Benefits in its business for internal purposes only.
8.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 8.2.
8.4 The Customer grants IEL a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to IEL for the Membership Period for the purpose of providing the Services to the Customer.
8.5 The expiry or termination of this Agreement shall automatically revoke and terminate any licence granted to a Member pursuant to clause 8.2.
9. Liability
9.1 Subject to clause 9.3, IEL shall have no liability to the Member howsoever arising (whether in contract, tort (including, but not limited to, negligence) or otherwise) under or in connection with this Agreement for any:
9.1.1loss of revenue;
9.1.2 loss of opportunity;
9.1.3 loss of profits;
9.1.4 loss of anticipated savings;
9.1.5 loss of or damage to reputation or goodwill;
9.1.6 loss of data;
9.1.7 loss of contract;
9.1.8 losses or liabilities under or in relation to any other contract; or
9.1.9 for any indirect, special and/or consequential loss or damage.
9.2 Subject to clause 9.3, the aggregate liability of IEL for all claims, continuing claims or liability for any breach of contract (including a deliberate and/or repudiatory breach of contract), tort (including, but not limited to, negligence and/or breach of statutory duty), misrepresentation, howsoever arising under or in connection with this Agreement during each Membership Period shall not exceed the amount of the Membership Fee paid to IEL during that Membership Period.
9.3 Nothing in this Agreement shall limit IEL’s liability to the Member for:
9.3.1 death or personal injury caused by the negligence of IEL, its employees, agents or subcontractors; or
9.3.2 fraud or fraudulent misrepresentation; or
9.3.3 any other liability the exclusion or limitation of which is not permitted by law.
9.4 Except as set out in this Agreement, all warranties, conditions, guarantees, representations and other terms which might otherwise be implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
9.5 This clause 8 shall survive termination of the Agreement.
10. Force majeure
10.1 Force Majeure Event means any circumstance not within a party’s reasonable control including:
10.1.1 acts of God, flood, drought, earthquake or other natural disaster;
10.1.2 epidemic or pandemic;
10.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
10.1.4 nuclear, chemical or biological contamination, or sonic boom;
10.1.5 any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent;
10.1.6 collapse of buildings, fire, explosion or accident;
10.1.7 any labour or trade dispute, strikes, industrial action or lockouts;
10.1.8 non-performance by suppliers or subcontractors; and
10.1.9 interruption or failure of utility service.
10.2 A party (an “Affected Party”) shall not be liable for any failure or delay in performing any of its obligations under this Agreement for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.
10.3 The Affected Party shall promptly notify the other party of the start of a Force Majeure Event and use reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.
10.4 If the Affected Party has not resumed full performance of any obligations suspended under clause 10.2 within 30 days after the start of the Force Majeure Event, either party may terminate this agreement by giving not less than 30 days’ written notice to the other party.
11. Other
11.1 A Member shall not assign, transfer or otherwise deal in its Membership and/or any rights and obligations otherwise granted under this Agreement.
11.2 Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered to the other Party personally or sent by pre-paid first-class post, recorded delivery or by commercial courier to, in the case of IEL, the address given on the IE Website and, in the case of a Member, to the address given on the Application.
11.3 Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor establish any form of agency between the Parties No Party shall have authority to act as agent for, or to bind, the other Party in any way.
11.4 A person who is to a Party to this Agreement shall not have any rights under or in connection with it.
11.5 IEL reserves the right to suspend the provision of Membership Benefits if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lockouts or other industrial disputes (whether involving the workforce of IEL or any other party), 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, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
11.6 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
11.7 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual claims and disputes), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Annex 1: Data processing register
1. Data Subjects
i. Employees of the Member
2. Nature and Purposes of the Processing
i. To enable IEL to provide a subscription service for employers as specified in the Membership Benefits page of the IE Website
ii To enable IEL to deal with sales enquiries and process orders
iii To enable the Member to gain access to IEL material
3. Methods of Processing
i. Organisation, adaption or alteration of the information or data
ii. Retrieval, consultation or use of the information or data
iii. Disclosure of the information or data by transmission, dissemination or otherwise making available, and/or
iv. Alignment, combination, blocking, erasure or destruction of the information or data.
4 Categories of Data
The Personal Data provided by the Member to IEL as part of the provision of Member Benefits in accordance with this Agreement which may include, in relation to Data Subjects: names, titles, addresses and telephone numbers. This may be in relation to the Member’s current, former and potential employees, agents, officers, contractors, clients and suppliers.
5 Recipients and Location
Inclusive Employers Limited UK