Membership Terms and Conditions
IT IS AGREED THAT:
1. Our Contract With You
1.1 Our contract. These terms and conditions (Terms and Conditions) combined with the document accompanying these Terms and Conditions which specifies certain information relating to your registration for membership and our supply of services to you (the Order Form) (along with any document referred to in the Online Order Form or these Terms and Conditions) shall form the contract between us and you (Contract).
1.2 Exclusion of other terms and conditions. The terms of this Contract apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. If you provide a purchase order to us that purchase order (and any terms and conditions attached or referred to in it) shall be purely for your administrative purposes and shall not form part of the Contract.
1.3 Entire agreement.
1.3.1 This Contract constitutes the whole agreement and understanding of the parties as to the subject matter of this Contract and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Contract.
1.3.2 This Contract shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the parties preceding the date of this Contract and in any way relating to the subject matter of this Contract and to the exclusion of any representations that are not expressly stated in this Contract, except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the parties acknowledge that it has not entered into this Contract based on any representation that is not expressly incorporated into this Contract.
1.4 Language. These Terms and Conditions and the Online Order Form are made only in the English language.
1.5 Your copy. You should print off a copy of these Terms and Conditions or save them to your computer for future reference.
1.6 Conflict. In the event of a conflict between a provision set out in the Online Order Form and a provision set out in these Terms and Conditions, the provision set out in the Online Order Form shall take precedence over the provision set out in these Terms and Conditions.
2. Applying for membership and our acceptance
2.1 Applying for your membership. Please follow the onscreen prompts to apply for your membership. You may only submit a request using the method set out on www.ccbp.otg.uk (the CCBP website). As part of your application, you will choose the membership type you would like to purchase. The Online Order Form submitted as part of your application for membership shall be deemed to be an offer to purchase access to our various memberships as specified in the Online Order Form (each a Membership).
2.2 Correcting input errors. Our application process allows you to check and amend any errors before submitting a final Online Order Form to us. Please check the Online Order Form carefully before confirming it. You are responsible for ensuring, and you warrant, that the Online Order Form and any information provided to us by you is current, complete, accurate and not misleading.
2.3 Acknowledging receipt of your application. After you submit the Online Order Form, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your application has been accepted. Our acceptance of your application will take place as described in clause 2.4.
2.4 Accepting your application. Our acceptance of your application takes place when we send an email to you confirming our acceptance of the Online Order Form, at which point, and on which date this Contract between you and us will come into existence (Commencement Date). This Contract will relate only to those Services set out in the Online Order Form.
2.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your application.
3. Our Services
3.1 We, in return for your payment of the Fees, grant you a non-transferable and non-exclusive licence to access CCBPs research and access event discount (the Services).
3.2 You shall:
3.2.1 ensure that you (End Users), use the Services in accordance with this Contract and you shall be responsible for any breach of this Contract as if it were your breach;
3.2.2 ensure that your network and systems comply with the relevant specifications provided by us from time to time for access our Services or if none is/are provided, good industry practice in relation to the same; and
3.2.3 be solely responsible for procuring and maintaining your network connections and telecommunications links from your computer systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.
3.3 In relation to the End Users, you warrant that:
3.3.1 each End User shall keep a secure password for use of the Services and that each End User shall keep their password confidential;
3.3.2 only one End User may access the Services using an End User account at any one time;
3.3.3 you shall permit us to audit your use (and each End User’s use) of the Services; and
3.3.4 if any audit referred to in clause 3.3.3 reveals that any password has been provided to any individual who is not an End User, then without prejudice to our other rights (whether under this Contract or at law), we shall promptly disable such passwords and we shall not issue any new passwords to any such individual.
3.4 You shall not, and you shall ensure that all End Users shall not, access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:
3.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.4.2 facilitates illegal activity;
3.4.3 depicts sexually explicit images;
3.4.4 promotes unlawful violence;
3.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.4.6 in a manner that is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, without liability and without prejudice to our other rights and remedies whether under this Contract or at law, to disable your access to the Services if you or any End User are in breach of this clause 3.4.
3.5 You shall not, and shall ensure that all End Users shall not:
3.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;
3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
3.5.3 access or use all or any part of the Services in order to build a product or service which competes with our services;
3.5.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or
3.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services, except as expressly provided for by this Contract.
3.6 You will ensure that your use, and each End User’s use, of the Services:
3.6.1 does not infringe the privacy rights or intellectual property rights of any third party;
3.6.2 does not harm us or bring us or our name into disrepute;
3.6.3 is not for the purposes of breaching or circumventing the security of any network or internet user;
3.6.4 does not impose an unreasonable or disproportionately large load on our infrastructure or the Services;
3.6.5 does not interfere with any other user’s use of the Services; and
3.6.6 conforms in all respects with all applicable laws, rules, regulations, bye-laws and codes of practice.
3.7 We shall prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, immediately notify us.
3.8 We reserve the right, at any time, to carry out repairs, maintenance, amend or introduce new facilities and functions in respect of all or any part of the Services.
3.9 It is your responsibility to ensure that you provide us with the information required to enable us to properly make the Services available, and to perform our obligations under this Contract. We shall not be responsible or have any liability for any failure to make the Services available to the extent caused by your failure to properly ensure the provision of the relevant information to us.
3.10 We may, at its absolute discretion, from time to time either host the Services on its own servers or use third party Membershipss to do so in whole or in part. You acknowledge that we may from time to time without prior notice and without the need for prior agreement provide reasonable additional obligations or requirements on you or reasonably restrict your rights due to the requirements of a third party Memberships.
3.11 Whilst we shall endeavour to ensure that information and materials on or provided through the Services are correct and accurate, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose and, to the extent permitted by law, we shall not have any liability for any errors, omissions or inaccuracy in such information and materials.
3.12 We may also impose restrictions on the length and manner of usage of any part of the Services or access for any reason. If we impose restrictions on you, you must not attempt to use the Services under any other name or user.
3.13 Except as expressly stipulated in this Contract and the Services material compliance with any specification set out in, referred to in, or appended to, the Order Form, we shall not, at any point or within a particular time, be responsible for providing or achieving any particular results or outcomes from your use of the Services.
3.14 We do not warrant that use of the Services will be uninterrupted, timely, error-free or secure from unauthorised access, or that it will meet your (or an End User’s) individual requirements. Whilst we will use its reasonable endeavours to make the Services available we shall not have any liability if for any reason the Services is unavailable for any time or for any period.
3.15 We undertake that the Services will be made available substantially in accordance with any specification set out in, referred to in, or appended to, the Order Form. Such undertaking shall not apply to the extent of any non-conformance which is caused by your (or any End User’s) use of the Services contrary to your instructions, or modification or alteration of the Services by any party other than us.
3.16 We, at no additional cost, shall maintain and support the Services. If we informs you of any fault or failure in the operation of the Services, we will use our reasonable endeavours to respond to you and resolve and rectify the fault or failure as soon as reasonably practicable.
4. Your Obligations
4.1 It is your responsibility to ensure that:
4.1.1 the terms of the Order Form (and any other information you provide to us) are current, complete, accurate and not misleading;
4.1.2 you cooperate with us in all matters relating to the Services;
4.1.3 you provide us, our employees, agents, consultants and subcontractors, with access to your personnel, records and facilities as we may reasonably require to ensure compliance with these Terms and Conditions;
4.1.4 you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services, including any third-party data you use before the date on which the Services are to start;
4.1.6 you comply with all applicable laws and regulations with respect to your activities under this Contract;
4.1.7 ensure that your users use the Services and the Services in accordance with the terms and conditions of this Contract and shall be responsible for any of your users’ breach of this Contract;
4.1.8 you obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Contract, including without limitation the Services;
4.1.9 your network and systems comply with the relevant specifications provided by us from time to time; and
4.1.10 you keep all of our materials, equipment, documents and other property (Our Materials) in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
4.2 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all data and information you provide to us and submit to us from time to time.
4.3 If our ability to provide the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.1 (Your Default):
4.3.1 we will be entitled to suspend performance of the Services (and your access to the Services) until you remedy Your Default,. In certain circumstances Your Default may entitle us to terminate this Contract under clause 12 (Termination);
4.3.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
4.3.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
4.4 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services (and your access to the Services).
5. Fees
5.1 In consideration of us providing the Services you must pay our fees (Fees) in full in accordance with clauses 5 and 6.
5.2 The Fees are the prices applicable to your membership category, the Services to which you are granted access, the fee quoted at the time you submit your membership.
5.3 Memberships Services are paid annually.
5.4 Fees that are payable annually and will be taken automatically each twelve-month period rolling from your first registration date and each subsequent anniversary unless and until terminated in accordance with this Contract.
5.5 If you wish to change the scope of the Services after we accept your application, and we agree to such change, we may modify the Fees accordingly.
5.6 We reserve the right to increase the Fees on an annual basis with effect from each anniversary of the date you are first provided with access to the Services (Start Date) in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Start Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
5.7 Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.
6. How to Pay
6.1 Payment for the Services is in advance. We will take your first payment upon acceptance of your Order Form (as outlined in clause 2.1 or clause 2.6, as applicable) and will take subsequent payments at the appropriate period outlined in the Order Form (annually) in advance.
6.2 You can pay for the Services using a debit card or credit card or direct debit or via BACS. For direct debit payments, your designated bank account will be charged automatically at the appropriate period outlined in the Order Form (annually). You authorise us to take such payments in accordance with this Contract. We will send you an electronic invoice within seven days of the beginning of the month following payment. Alternatively, at our discretion, we may invoice you for the Services. Any such invoice shall by payable by you to us within 7 (seven) days of the date of the invoice.
6.3 If you fail to make a payment under this Contract by the due date, then, without limiting our remedies under clause 12 (Termination), we may:
6.3.1 charge you interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.3 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%; and
6.3.2 suspend our supply of the Services (including your access to the Services) until such payment is made.
6.4 All amounts and fees stated or referred to in this Contract shall be payable in pounds sterling and are non-cancellable and non-refundable.
6.5 You will pay all amounts due under this Contract in full, without set-off or withholding any amount in respect of monies we may owe you.
7. Intellectual Property Rights
7.1 All intellectual property rights (including any patents, utility models, rights to inventions, copyright and neighbouring 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) in the Services and arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
7.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of this Contract for the purpose of providing the Services to you.
8. How We May Use Your Data Personal Information
8.1 We will use any data and personal information you provide to us to:
8.1.1 provide the Services to you and other members;
8.1.2 process your payment for the Services; and
8.1.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
8.2 We will process your data and personal information in accordance with our Privacy Policy the terms of which are incorporated into this Contract.
9. Limitation of Liability:
9.1 You are responsible for making your own arrangements for the insurance of any losses.
9.2 Nothing in this Contract limits any liability which cannot legally be limited, including liability for:
9.2.1 death or personal injury caused by negligence;
9.2.2 fraud or fraudulent misrepresentation; and
9.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.3 Subject to clause 9.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for:
9.3.1 loss of profits;
9.3.2 loss of sales or business;
9.3.3 loss of agreements or contracts;
9.3.4 loss of anticipated savings;
9.3.5 loss of use or corruption of software, data or information;
9.3.6 loss of wasted expenditure;
9.3.7 loss of or damage to goodwill; and
9.3.8 any indirect or consequential loss.
9.4 We have given commitments as to compliance of the Services with the relevant specification in clause 3.15. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.
9.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 6 (six) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.6 Except as expressly and specifically provided in this Contract, the Services and any deliverables are provided to you on an “as is” basis and we shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by us to you in connection with the Services, or any actions taken by us at your direction;
9.7 Nothing in this Contract excludes your liability for any breach, infringement or misappropriation of our intellectual property rights.
9.8 This clause 9 will survive termination of this Contract.
10. No Warranty
10.1 We are not responsible for and do not warrant that:
10.1.1 your use of the Services, and the Services, will be uninterrupted or error-free;
10.1.2 the Services will be free from vulnerabilities or viruses;
10.1.3 any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11. Confidentiality
11.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or Memberships, except as permitted by clause 11.2.
11.2 We each may disclose the other’s confidential information:
11.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under this Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under this Contract.
12. Term, Termination, Consequences of Termination and Survival
12.1 Term. This Contract shall commence on the Commencement Date and continue for the Initial Term (as set out in the Order Form). This Contract shall automatically extend for a further 12 month period (a Subsequent Term) at the end of the Initial Term and each Subsequent Term.
12.2 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate this Contract with immediate effect by giving written notice to you if:
12.2.1 you commit a material breach of any term of this Contract and (if such a breach is remediable) fail to remedy that breach within 14 (fourteen) days of you being notified in writing to do so;
12.2.2 you fail to pay any amount due under this Contract on the due date for payment, including any renewal payments;
12.2.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.2.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
12.2.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this Contract has been placed in jeopardy;
12.2.6 you undergo a change of control (as defined in section 1124 of the Corporation Tax Act 2010).
12.3 Either party may terminate this Contract by giving at least 3 months’ written notice prior to the expiry of the Initial Term or any Subsequent Term. Following any such valid notice of termination this Contract will terminate upon the expiry of the relevant Initial Term or Subsequent term following such notice. You will not be entitled to any refund of any Fees paid.
12.4 Consequences of termination
12.4.1 On termination of this Contract
12.4.1.1 you will be removed from the database outlined on the Services, and your rights to use the Services will terminate, immediately upon receipt of any such valid notice of termination; and
12.4.1.2 you must return all of our Materials and any deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with this Contract.
12.4.2 Termination of this Contract will not affect your or our rights and remedies that have accrued as at termination.
12.5 Survival. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. Events Outside Our Control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Contract:
13.2.1 we will contact you as soon as reasonably possible to notify you; and
13.2.2 our obligations under this Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14. Non-solicitation
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of this Contract.
15. Notices
15.1 When we refer to “in writing” in these Terms, this includes email.
15.2 Any notice given by one of us to the other under or in connection with this Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice is deemed to have been received:
15.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
15.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
15.3.3 if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause 15 will not apply to the service of any proceedings or other documents in any legal action.
16. General
16.1 Interpretation. Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes electronic communication and email.
16.2 Third Party Providers. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties including via third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party or third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into, and any transaction completed via any third-party website, is between you and the relevant third party, and not us. We do not endorse or approve any third-party, third-party services, nor the content of any of the third-party website made available via the Services.
16.3 Assignment and transfer
16.3.1 We may assign or transfer our rights and obligations under this Contract to another entity.
16.3.2 You may only assign or transfer your rights or your obligations under this Contract to another person if we agree in writing.
16.4 No Partnership or Agency. Nothing in this Contract is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.5 Variation. Any variation of this Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.6 Waiver. If we do not insist that you perform any of your obligations under this Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.7 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.8 Third party rights. This Contract is between you and us. No other person has any rights to enforce any of its terms.
16.9 Governing law and jurisdiction. This Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.