These are the general Terms and Conditions for use of the IoD’s Directory of Non-Executive Directors, to be known as the IoD NED Directory, hereinafter called (‘the Directory’) and its website, NED.iod.com (‘the website’). Your use of the website will be subject to these Terms and Conditions.
The Institute of Directors (‘the IoD’) may change these Terms and Conditions from time to time. By accessing the website you are accepting that you are bound by the current Terms and Conditions at the time of access. You are therefore responsible for checking these each time you revisit this site.
Who can use the IoD NED Directory
The Directory is exclusive to the current members of the IoD (‘IoD members’) as part of their IoD membership benefits. It is not available to members of the affiliate bodies. By providing the Directory and its website, the IoD offers a confidential service (‘the service’) to those IoD members, who wish to promote themselves as potential non-executive directors (‘Prospective NEDs’) and those who wish to appoint non-executive directors to their boards (‘NED Recruiters’).
The IoD reserves the right to change the access criteria for the Directory at any time.
To use the Directory and the service it provides, IoD members will need to register on the website. IoD members can be registered on the Directory both as Prospective NEDs and/or NED Recruiters.
The IoD reserves the right to carry out reasonable eligibility checks on its members registered on the Directory.
Information for Prospective NEDs
To register on the Directory, Prospective NEDs will need to complete and activate their profiles, which can then be matched to NED Recruiters’ requirements. Prospective NEDs will be able to amend or deactivate their profiles at any time.
Prospective NEDs’ profiles and NED Recruiters’ requirements are visible only to IoD staff and contractors. Where NEDs’ profiles have been shortlisted, the IoD will ask the NEDs’ permission to release their profiles to the appropriate NED Recruiter. Provided permission is given, the NED Recruiter will be sent the prospective NED’s profile and contact details. If not, their name will be removed from the shortlist before it is forwarded to the NED Recruiter.
Prospective NEDs, who agree to be put forward for a role, should ensure that they have the appropriate documentation to support the information on their profiles (including but not limited to proof of qualifications referred to on their profiles), as well as the proof of their citizenship and/or work permits.
Prospective NEDs should be aware that being registered on the Directory and/or having their profile short-listed does not in any way guarantee that they will be contacted by a NED Recruiter and/or placed in an NED role.
The IoD is not liable for any act or omission of a NED Recruiter or for accuracy of the NED Recruiter profile and their NED requirements specified in an online search form. Prospective NEDs must satisfy themselves that the role registered on the Directory by a NED Recruiter is suitable for their skills and experience. Likewise, NED Recruiters are responsible for checking and validating information provided by Prospective NEDs.
Information for NED Recruiters
NED Recruiters, looking to appoint non-executive directors to their boards, will also need to complete their company profiles and requirements and fill in an online search form specifying their exact search criteria for the role they are seeking to fill. NED Recruiters will need to submit their requirements to the IoD, who will carry out a search on their behalf. NED Recruiters will be charged for each separate search undertaken on their behalf.
A non-refundable administration charge of £100 plus VAT (at the prevailing rate) is made by the IoD for each search notwithstanding the outcome of the search. Payment, by credit card, will be taken over the telephone. A maximum of 10 short-listed profiles will be provided per search. NED Recruiters must be aware that if their search criteria do not bring any matches, the search charge will not be refunded. The IoD reserves the right to change the size and the frequency of the administration charge at any time.
The IoD reserves the right to decline to carry out searches submitted by head-hunters and / or executive search agencies, as it will contradict the provision of the Directory as a direct service between Prospective NEDs and NED Recruiters wishing to appoint non-executive directors to their boards. However, in exceptional circumstances we may carry out a search for head-hunters and / or executive search agencies, in which case a different administrative charge will apply, starting from £500 +VAT.
NED Recruiters who wish to appoint any of the Prospective NEDs submitted to them by the IoD as a result of a search of the Directory must satisfy themselves as to the prospective NED’s credentials and their suitability for the post.
The IoD is not liable for the accuracy of the profile of a prospective NED registered on the website nor, following any appointment of a prospective NED, for any act or omission of such prospective NED.
Registration and login details
IoD members registered on the Directory must keep their registration and login details, including passwords, for the use on this website confidential and must not disclose or share these details with anyone. They will be responsible for activities that occur using these details. If they have reason to believe that their details have become known to someone else, they must notify the IoD immediately.
In the event of any failure or error in the operation of these details by IoD members themselves, they must exit the website immediately, and notify the IoD of such failure or error.
IoD members can contact the IoD at any time with regard to this Policy or its content: The IoD Membership Department, 116 Pall Mall, London, SW1Y 5ED, United Kingdom. T: +44 (0)20 7766 8866.
The IoD is registered with the Data Protection Registrar (Reg. No. Z6940750 K0870020).
Suspension and termination of service
The IoD may suspend the operation of the website for repair or maintenance work, or in order to update or upgrade the contents or functionality of the website from time to time. Therefore, access to or use of the website or any sites or pages linked to it will not necessarily be uninterrupted or error free.
The IoD may terminate use of the Directory and its website by any Prospective NED or NED Recruiter at any time without notice in the event that such user commits a material breach of any of these Terms and Conditions (which includes being late with payment of any IoD membership or renewal fees or in the case of an NED Recruiter, rejection of a credit card used to pay the fees due for the provision of the service).
The IoD may withdraw the Directory as a membership benefit or change its Terms and Conditions at any time.
Third party websites
The website may contain links to third party resources on the Web. If so, the IoD has included links to these sites to provide registered IoD members who are users of the website with access to information and services that they may find useful or interesting. The IoD is not responsible for the content of these sites. The IoD does not endorse, approve or sanction (unless otherwise stated) nor is responsible for any third party's products, services, acts or omissions. There is no association or connection between the IoD and the third party (unless otherwise stated) save for the provision of the link. The IoD does not act in partnership with nor as agent for or on behalf of the third party to whom it provides links. Accordingly, neither party may incur any debt or liability on behalf of the other party.
Intellectual property rights
Copyright and all intellectual property rights in any material (including text, photographs and other images and sound, trade marks and logos) contained in the website are either owned by the IoD or have been licensed to the IoD by the rights owner(s) so that the IoD can use this material as part of this website. Users are only allowed to use this website and the material contained in the website as set out in these Terms and Conditions. Any other usage, reproduction, storage, copying or distribution of any material from this website or reproduction or incorporation of any part of it in any other work in whatever media is expressly prohibited.
Registered IoD members must only use the website and anything available from the website for lawful purposes, and must comply with all applicable laws, statutes and regulations. Users must not use the service to:
a) impersonate anyone else or otherwise misrepresent the registered IoD member’s identity or status; or
b) in the case of Prospective NEDs, use the service with a view to identifying a NED Recruiter for a third party wishing to become a non-executive director; or
c) in the case of a NED Recruiter, use the service with a view to identifying a prospective NED for a company other than the registered NED Recruiter; or
d) use the website for any purpose other than the service or do anything that may compromise the operation or reputation of the website or of the IoD.
The IoD reserves the right to disclose any information as required by law and/or to remove, or edit any information or materials; to block a user’s access and to take such other action as may be reasonably necessary to prevent any breach of these Terms and Conditions or any breach of applicable law or regulation. The IoD will also in its absolute discretion fully co-operate with law enforcement and other relevant authorities with respect to any investigation of suspected unlawful activity or violation of network security.
Limitation of liability and disclaimer
The IoD does not exclude or limit its liability for death or personal injury arising from its negligence or fraud or from any other liability that cannot be limited or excluded by law.
Subject to the above, whilst the IoD endeavours to ensure that information on the website is correct, the IoD shall not be liable for any damages arising from the use or inability to use the website or any information contained on it or from any action or decision taken as a result of using the website or any such information. To the maximum extent permitted by applicable law the IoD disclaims liability for all implied or statutory warranties and conditions. To the maximum extent permitted by applicable law, in no event shall the IoD, nor the IoD’s employees, affiliates, agents or other representatives, be liable for any special, indirect or consequential damages whatsoever including without limitation damages for loss of profits, loss of income, loss of confidential or other information, loss of opportunity, business interruption or for any indirect, consequential or special loss arising from or in connection with the use of the website under these Terms and Conditions.
The IoD will use reasonable endeavours to ensure that all general information and content included on or supplied to you via this website or any services is accurate and up to date. The IoD does not enter into any conditions, warranties or other terms in relation to any information or content, the website or the services and in particular none as to as to accuracy of any information contained within Prospective NEDs’ profiles or specific role requirements submitted by NED Recruiters or advertisement for any position of engagement as a NED.
NED Recruiters agree that the IoD's aggregate liability at any time will be limited to the amount paid by the NED Recruiter to the IoD in respect of a search carried out on behalf of the NED Recruiter by the IoD. In the event of any breach of these terms by the IoD the NED Recruiter agrees that the IoD may terminate the search and refund to the NED Recruiter that amount, and will have no further liability to the NED Recruiter in respect of this website, the service, any information or content supplied to the NED Recruiter in relation to the service.
Users of the service are not permitted to allow any third party to access, view, rely upon or use in another way any information or content provided to users as part of the service. Users of the service will indemnify and hold harmless the IoD against any loss or damage (of whatever kind, including legal fees) resulting from any access, viewing, reliance upon or other use of any content or information provided to such user.
The IoD does not accept any liability or make any endorsements, guarantees or undertakings relating to the content of advertisements or offers which may be displayed on, accessed by links, or referred to on the website.
The IoD will not be liable for any breach of these Terms and Conditions which arises because of any circumstances which The IoD cannot reasonably be expected to control.
Users of the service hereby undertake, as a condition of use of the service, to indemnify the IoD against any loss or damage suffered by the IoD as a result of any breach of any of these Terms and Conditions.
General and governing law
These Terms and Conditions form the entire understanding of the parties and supersede all previous agreements, understandings and representations relating to the subject matter. If any provision of these Terms and Conditions is found to be unenforceable, that provision shall not affect the validity of any other provision. The IoD may delay enforcing its rights under these Terms and Conditions without losing such rights. Users agree that the IoD may sub-contract the performance of any of its obligations or may assign these Terms and Conditions or any of its rights or obligations without notice.
These Terms and Conditions and any disputes arising from or in connection with them shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts. The IoD does not make any promise that the materials on the website are appropriate or available for use in locations outside the United Kingdom and using the website from territories where its use or material or contents is unlawful is prohibited.
Enquiries or complaints
The website is owned and operated by the Institute of Directors, whose principal office address is 116 Pall Mall, London SW1Y 5ED. The VAT number for the Institute of Directors is 239 1193 61.
If there are any enquiries or complaints about the website or someone else’s use of the website, please email us or write to the IoD or telephone +44 (0)20 7451 3186.