Terms & Conditions of Membership

WEDNESDAY CLUB: TERMS AND CONDITIONS OF MEMBERSHIP

1. Interpretation

Definitions:

Application for Membership Form”: means the application for membership form to be completed and submitted to the Club in order to become a Member of the Club.

Club” means Wednesday Club with correspondence address of 3 Old Rye Farm, Rye Street, Birtsmorton, Worcestershire, WR13 6AS.

Contract Term” means the period from 1 September to 31 August each year which is renewable on a yearly basis until the agreement is terminated by either party in accordance with these terms.

Events” means the six main events that the Club organises in each Contact Term.

Event Fee” means the fee charged to Members, guests of Members that are attending with a Member and non-members.

Member” means the person or company who is named on the Application for Membership form and for whom, following acceptance the Club, the Club has agreed to provide services to, in accordance with these terms.

Members Page” means the page on the Club’s Website that details the name, employer, business contact details, photograph and description of business (limited to between 20 and 50 words) of each Member.

Membership” means the period of time when a Member is contracted to the Club.

Membership Fee” means the payment made by the Member to the Club to cover membership costs for the Contract Term.

Membership Term” means the period from 1 September to 31 August each year.

Specified Service” means the service provided by the Club and set out in clause 3 to these Terms and Conditions.

Terms and Conditions”: means the terms and conditions of Membership set out below.

Website”: means the Club’s website http://www.wednesdayclub.org.uk/

2. Agreement to these Terms

When applying for Membership of the Club, the Member confirms that it has read and agrees to be bound by these Terms and Conditions. Upon membership being accepted by the Club, the Member will be provided with its own copy of the Terms and Conditions and they should be retained for future reference.

3. Supply of the Specified Service

3.1 The Club shall at its sole discretion provide the following Specified Service to the Member:

(a) free advertisement on the Members Page;

(b) a hyperlink to the website of the Member’s employer from the Website;

(c) regular email communication promoting forthcoming Events;

(d) opportunity to attend Events upon payment of the Event Fee;

(e) opportunity to meet and network with likeminded business women;

(f) opportunity to promote your business and/or employer;

(g) opportunity to present to other Members about the services of your business and/or employer; and

(h) opportunity to exhibit your business and/or employer at Events.

3.2 The Specified Service is given to the Member subject to these Terms and Conditions.

3.3 The Club shall use its reasonable endeavours to provide the Specified Service within the advertised times.

3.4 The Club may at any time without notifying the Member make any changes to the Specified Service which are necessary to comply with any safety or other statutory requirements and/or which do not materially affect the nature or quality of the Specified Service.

3.5 Any other changes or additions to the Specified Service or to these Terms will be notified to the Member in writing by the Club in advance of those changes taking place.

4. Contract Term and Payments

4.1 Membership of the Club is for an initial Contract Term of 12 months and is subject to payment of the Membership Fee from 1 September each year. A discount shall not be applied to the Membership Fee in the event that a Member joins after the commencement of the Membership Term in any given year.

4.2 Following the expiry of the initial Contract Term and any subsequent Contract Term, the Member must renew their Membership by the end of September/early October by paying the Membership Fee for the next Contact Term otherwise Membership is terminated in accordance with these Terms and Conditions.

4.3 Members shall pay the Event Fee to attend Events.  Guests attending with Members shall pay the same Event Fee whilst non-members will be charged the Event Fee plus an additional charge. An Event Fee shall not be refunded if a Member or non-member is unable to attend the Event following the expiry of the Event booking deadline date.

4.4 Members shall pay an additional fee, to be agreed between the Club and the Member, for a sponsored hyperlink to appear on the Website.

4.5 All charges quoted to the Member for the provision of the Specified Service and Events are inclusive of VAT.

  1. 5. Warranties and Liability

5.1 The Club warrants to the Member that the Specified Service will be provided using reasonable care and skill as far as reasonably possible. Where the Club uses the service of any agent or third party (such as speakers at events) the Club does not give any warranty, guarantee or indemnity in that respect.

5.2 Except in cases of death or personal injury caused by the Club’s negligence, the Club shall not be liable to the Member by reason of any representation (unless fraudulent or negligent) for any loss of profit or any indirect, special or consequential loss, damage costs, expenses or other claims (whether caused by the negligence of the Club or its agents or otherwise) which arise out of or in connection with the provision of the Specified Service and the entire liability of the Club under or in connection with the Membership or Specified Service shall not exceed twice the Membership Fee for that Membership Term, except as expressly provided in these Terms and Conditions. This warranty is in lieu of all other terms, conditions and warranties, expressed or implied statutory or otherwise and any other liabilities whatsoever and howsoever arising.

5.3 The Club shall not be liable to the Member or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Club’s obligations in relation to the Specified Service, if the delay or failure is due to any cause beyond the Club’s reasonable control, and time shall not be of the essence. In respect of an event cancelled by the Club for any reason whatsoever, liability shall be limited to refunding the Event Fee.

6. Termination of Membership

6.1 The Member may terminate the Membership by giving written notice to the Club. If notice is given during the Contract Term, the Member will not be refunded the Membership Fee for the Contract Term.

6.2 Either party may at any time terminate the Membership by immediate written notice if the other commits any material breach of these Terms and Conditions or goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

6.3 Upon termination of the Membership for whatever reason all sums owed by the Member to the Club shall become due and payable by the Member with immediate effect.

7. Insolvency of Member

7.1 This clause applies in the following circumstances:

7.1.1 The Member makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

7.1.2 An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Members;

7.1.3 The Member ceases, or threatens to cease, to carry on business;

7.1.4 The Club reasonably believes that any of the above events is about to happen and notifies the Member accordingly; or

7.2 If this clause applies then, without limiting any other right or remedy available to the Club, the Club may cancel the Contract or suspend Membership, including access to its Website and attendance at Events.

8. General

8.1 Membership allows all a Member’s personnel to access certain areas of the Website. If a Member decides to cancel their Membership, access will stop.

8.2 The Club understands that email marketing is a useful tool, however, Members are politely asked to keep email marketing to other Members to a minimum and to include an ‘opt-out’ facility on every email. The Club reserves the right to suspend the Member’s access to the Website in the event of complaints from other Members, and such complaints would constitute a breach of these Terms and Conditions.

8.3 Members and attendees at an Event acknowledge and accept that the Club reserves the right to publish email contact details of the attendees at each Event. The contact details may be provided to other attendees, the speaker, the venue, nominated charities or other worthy causes (as determined by the Club from time to time). If you would prefer that your contact details are not published, please let us know by contacting us at meetings@wednesdayclub.org.uk.

8.4 As a Member of the Club, the Member agrees to conduct themselves in a professional and business-like manner, treating other members with respect at all times. If the Club should receive a complaint about any Member’s behaviour, it reserves the right to suspend Membership. Such complaints would constitute a breach of these Terms and Conditions.

8.5 Membership of the Club is at the sole discretion of the Club and it reserves the right to refuse Membership.

8.6 Wavier. No failure or delay by either party in exercising any of its rights under these Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by either party of any breach of these Terms and Conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

8.7 Confidentiality.

8.7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by below.

8.7.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.7.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms and Conditions.

8.8 Notices. Any notice to the Club is to be sent in writing to 3 Old Rye Farm, Rye Street, Birtsmorton, Worcestershire, WR13 6AS or by email to meetings@wednesdayclub.org.uk. Notices to the Member will be sent to the address on the application form, unless the Club is otherwise informed in writing. The provisions of this clause shall not apply to the service of any proceedings or documents in any legal action.

8.9 Severance. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.

8.10 Entire agreement. These Terms and Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.10.1 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms and Conditions.

8.11 Variation. No variation of Membership shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.12 Force majeure. Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

8.13 Third parties. No one other than a party to these Terms and Conditions shall have any right to enforce any of its terms.

8.14 Governing law. These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

8.15 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.