Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1 About us
1.1 Company details. WISE CAMPAIGN C.I.C. (company number 07533934 (“we” and “us”) is a company registered in England and Wales. Our registered office and trading address is at Carlton House, Grammar School Street, Bradford, West Yorkshire, United Kingdom, BD1 4NS. Our VAT number is 136551320. We operate the website https://www.wisecampaign.org.uk/.
1.2 Contacting us. To contact us, telephone our customer service team at 03455270889 or email us at email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 17.2.
1.3 Professional indemnity insurance. We maintain professional liability insurance. Our compulsory insurer is Angel Risk Management Limited, Ground Floor, Marlborough House, Victoria Road South, Chelmsford, CM1 1LN, and our policy number is DQ0515804.
2 Our contract with you
2.1 WISE. These terms and conditions of membership (“Membership Terms”) apply to your membership of a group of organisations (individually “Members”) who promote the success of women in science, technology, engineering, and maths. As a Member, you become a member of “WISE” which is a term used to describe the Services (as defined in clause 3.3) we offer and the benefits available to Members, as part of the membership of WISE.
2.2 Our contract. The Membership Terms apply to the supply of Services by us to you (“Contract”). They 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.
2.3 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 Language. These Membership Terms and the Contract are made only in the English language.
3 Applying for Membership, Additional Services, and acceptance
3.1 Applying for membership. To apply for membership to become a Member of WISE, you agree and complete the Membership Details, which constitutes the application (“Membership Application”). The Membership Application is an offer by you to buy the Membership Level specified in the Membership Details (“Membership Services”) set out in the appended statement of work (“SOW”), subject to these Membership Terms.
3.2 In addition to Membership Services, you may also purchase additional services from us, such as training or support (“Additional Services”), which will be agreed between us separately and shall be set out in a separate standard statement of work (“SOW”).
3.3 Together the Membership Services and Additional Services are referred to as “the Services” in these Membership Terms.
3.4 Correcting errors. Please check the Membership Application as you are responsible for ensuring that any information submitted by you is complete and accurate.
3.5 Acknowledging receipt of your Membership Application. After making your Membership Application and/or we agree a proposed SOW, we may confirm receipt of your Membership Application and/or SOW in writing. Our acceptance of your Membership Application and/or SOW will take place as described in clause 3.6.
3.6 Accepting your Membership Application and/or SOW. Unless agreed separately in writing, our acceptance of your Membership Application and/or SOW occurs when we send you our invoice, at which point we shall confirm the date (“Commencement Date”) the Contract between you and us will come into existence. You will then receive our welcome email. The Commencement Date may differ where we agree a specific Commencement Date in the Membership Details and/or any SOW. The Contract will relate only to those Services confirmed in Membership Details and/or SOW.
3.7 Term. The Contract lasts for a term of 12 months from the Commencement Date or as otherwise set out in a SOW in respect of any Additional Services. The Contract may be renewed by agreeing the renewal with us in writing. The Commencement Date and expiry date will be shown on our invoice and/or welcome pack. You will receive 90 days’ notice to renew your contract. If the Contract and/or any SOW expires, we reserve the right to cease providing the relevant Services and prevent access to the Membership Services. We will agree with you separately as to whether we are prepared to extend the term of the Contract in respect of the delivery of any SOW. If we do so, then only the Services set out in the SOW will continue to apply and the Membership Services will no longer be available.
4 Cancelling your Membership Application and obtaining a refund
4.1 You may cancel the Contract for any Membership Services (but not Additional Services) and receive a refund, as set out in clause 4.3, if you notify us as set out in clause 4.2 within 14 days of the Commencement Date.
4.2 To cancel the Contract for Membership Services, you must email us at firstname.lastname@example.org explaining that you wish to cancel the Contract. Please include details of your Membership Application to help us to identify it. We will email you to confirm we have received your cancellation.
4.3 If you cancel the Contract for Membership Services, we will refund you using the same method you used for payment. We may deduct from any refund an amount for the supply of the Services we have provided for the period up to the time when you gave notice of cancellation in accordance with clause 4.2.
4.4 If you cancel, delay, or reschedule any Additional Services, you should contact us in writing at the email address stated in clause 4.2, so we can discuss your request. If we agree to your request, we may charge for any Additional Services we have provided and you will be liable to pay us any of the costs or charges we may incur (without limitation) in relation to such Additional Services.
5 Our services
5.1 Services. Any descriptions or illustrations on our site or in promotional material as to Membership Levels or other Services are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website or in accordance with any SOW for Additional Services (as at the date of your Membership Application or SOW) in all material respects.
5.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates that we agree with you, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
6 Your obligations
6.1 It is your responsibility to ensure that:
6.1.1 the terms of your Membership Application and/or any SOW are complete and accurate;
6.1.2 you cooperate with us in all matters relating to the Services;
6.1.3 you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
6.1.4 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;
6.1.5 you prepare your premises for the supply of the Services, if applicable;
6.1.6 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.1.7 you comply with all applicable laws, including health and safety laws;
6.1.8 you keep all of our materials, equipment, documents and other property (“Our Materials”) at your premises 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;
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (“Your Default”):
6.2.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);
6.2.2 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
6.2.3 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.
7.1 In consideration of us providing the Services you must pay our fees (“Fees”) in accordance with this clause 7.
7.2 The Fees for each Membership Level are the prices set out in the Membership Details and/or, in respect of Additional Services, as set out in any SOW.
7.3 You may order Additional Services from us, which we will agree with you separately and shall be set out in our standard statement of work (“SOW”), a copy of which is appended to these Membership Terms. With regards to Additional Services, they will be calculated on a time and materials basis in accordance with our daily fee rates, as set out in the SOW. You may be required to enter into a separate agreement with us for the provision of Additional Services.
7.4 If you wish to change the scope of the Services after we accept your Membership Application and/or SOW, and we agree to such change, we will modify the Fees accordingly.
7.5 We reserve the right to increase the Fees on an annual basis with effect from each anniversary of the Commencement Date.
7.6 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.
8 How to pay
8.1 Payment for the Membership Services is in advance, for online Membership Applications (where we will take your payment upon acceptance), or 30 days from receipt of invoice, if your Membership Application is not made online, unless agreed otherwise in writing.
8.2 All payments of our Fees shall be made electronically to our designated account, which will be set out in our invoice. We may, at our discretion, allow payment of any Fees via alternative methods, such as credit cards, subject to paying our additional fees (to be agreed with you) for doing so.
8.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you will have to 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 8.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
If a problem arises or you are dissatisfied with the Services, please contact us. We will deal with your complaint in accordance with any complaints policy we have in force.
10 Intellectual property rights
10.1 All intellectual property rights in or 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.
10.2 During the term of the Contract (and/or any SOW) we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy any deliverables we provide, for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2.
10.3 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 the Contract for the purpose of providing the Services to you.
11 How we may use your personal information
11.1 We will use any personal information you provide to us to:
11.1.1 provide the Services;
11.1.2 process your payment for the Services; and
11.1.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
12 Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess loss.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.2.1 death or personal injury caused by negligence;
12.2.2 fraud or fraudulent misrepresentation; and
12.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3 Subject to clause 12.2, 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 the Contract for:
12.3.1 loss of profits;
12.3.2 loss of sales or business;
12.3.3 loss of agreements or contracts;
12.3.4 loss of anticipated savings;
12.3.5 loss of use or corruption of software, data or information;
12.3.6 loss of or damage to goodwill; and
12.3.7 any indirect or consequential loss.
12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid under the Contract in respect of the Membership Services, in the year in which the relevant event having occurred.
12.5 We have given commitments as to compliance of the Services with the relevant specification in clause 5.2. 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 the Contract.
12.6 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 the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.7 This clause 12 will survive termination of the Contract.
13.1 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 suppliers, except as permitted by clause 13.2.
13.2 We each may disclose the other’s confidential information:
13.2.1 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 the Contract. We will each ensure that such employees, officers, representatives, subcontractors, or advisers comply with this clause 13; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
14 Termination, consequences of termination and survival
14.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services and/or any SOW, or terminate the Contract and/or any SOW with immediate effect by giving written notice to you if:
14.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven days of you being notified in writing to do so;
14.1.2 you fail to pay any amount due under the Contract on the due date for payment;
14.1.3 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;
14.1.4 you suspend, threaten to suspend, cease, or threaten to cease to carry on all or a substantial part of your business; or
14.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2 Consequences of termination
14.2.1 On termination of the Contract, you must return all of Our Materials and any deliverables we have provided, 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 the Contract.
14.2.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3 Survival. Any provision of the 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.
15 Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
15.2.1 we will contact you as soon as reasonably possible to notify you; and
15.2.2 our obligations under the 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.
15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less the Fees reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
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 12 months following termination of the Contract.
17 Communications between us
17.1 When we refer to “in writing” in these Terms, this includes email.
17.2 Any notice or other communication given by one of us to the other under or in connection with the 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.
17.3 A notice or other communication is deemed to have been received:
17.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.3.2 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
17.3.3 if sent by email, at 9.00 am the next working day after transmission.
17.4 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.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and transfer
18.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
18.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the 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.
18.4 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.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).