High Tech Bristol and Bath C.I.C Terms and Conditions of Membership
1.1 In these Terms and Conditions, the following definitions apply:
- Applicable Legislation: all laws, statutes, acts, regulations, codes, judgments, orders, directives including without limitation the Companies Act 2006.
- Applicant: the individual, company or organisation on whose behalf the Application Form is submitted.
- Application Form: the application form provided by us and completed and returned by you by email or post.
- Annual Subscription: the subscription fees payable annually by you for membership to HBB including the First Subscription.
- Contract: the contract between you and us, comprising the Application Form and these Terms and Conditions, which is formed in accordance with Clause 3.
- HBB: High Tech Bristol and Bath C.I.C. (company number: 08846777) whose registered office is at Setsquared Business Acceleration, Brunels, Temple Gate, Bristol BS1 6QH and “we”, “us” and “our” will be interpreted accordingly.
- HBB Member Benefits: the benefits and services available to all Members as detailed on the Website at https://hbb.org.uk/join-us/member-sponsor-benefits/ as updated from time to time.
- Membership: your membership with HBB pursuant to an Application Form being accepted by us in accordance with Clause 3 and provided the Annual Subscription fee has been received by us in cleared funds.
- Membership Year: the period of time, consisting of 12 consecutive months running from the date your Membership is confirmed by us in accordance with Clause 3.
- Online Code of Conduct:the code of conduct governing forum activity on our website, a copy of which can be viewed at https://hbb.org.uk/about-us/code-of-conduct/
- Terms and Conditions: these terms and condition as amended from time to time.
- VAT: value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.
2. Eligibility and Membership
2.1 Any individual, business, education provider, research institution or public sector organisation with an interest in the promotion, enhancement and development of technology in the Bath and Bristol region is eligible to apply for membership of HBB.
2.2 We may, at our sole discretion, refuse membership to you if we are not satisfied that your status or standing is not compatible with the principles and objectives of HBB.
2.3 We offer different levels of membership and may create new categories of membership or vary the existing category of membership at any time. Details of the types of memberships and associated HBB Member Benefits as described in Clause 5. Any variations to types of membership shall have effect at the start of the subsequent Membership Year and we shall inform you with at least three months’ notice before such change is due to come into effect.
2.4 You shall at all times throughout your membership:
- comply with all Applicable Legislation;
- comply with the spirit of the Online Code of Conduct; and
- not act in any way that harms the reputation or business activities of HBB.
3. Basis of Contract
3.1 The Applicant shall complete and submit to us the Application Form either as a scanned PDF attached to an email or by post.
3.2 If the Applicant has met the eligibility criteria set out in Clause 2.1, and subject to Clause 2.2, we shall send you a confirmation e-mail and a ‘welcome pack’ confirming your Membership and we shall issue an invoice for the Annual Subscription. The Contract between you and us shall only be formed when the confirmation e-mail is sent.
3.3 Your Membership is renewable on an annual basis and the Contract will continue in force until it lapses at the end of a non-renewed Membership Year or is terminated in accordance with Clause 6.
4. Subscription and Payment
4.1 You shall pay an Annual Subscription in respect of each Membership Year at the applicable membership rate as set out on our Website at https://hbb.org.uk/join-us/. You will not be liable for any other payments in any Membership Year unless approved with your prior written consent.
4.2 The Annual Subscription rate shall be reviewed annually and be determined by us prior to the commencement of each Membership Year. We shall provide details of any changes to the Annual Subscription on our Website at https://hbb.org.uk/join-us/. We shall notify you in writing at least 3 months before the commencement of a new Membership Year of the new Annual Subscription rate, if applicable.
4.3 We will provide you with an invoice for the Annual Subscription at least two months prior to the start of each Membership year.
4.4 All invoices must be paid within 60 days of the date of invoice.
4.5 All Annual Subscriptions are exclusive of VAT, which will only be charged if applicable.
4.6 Any failure to make any payment due to us under the Contract by the due date for payment then, without limiting our remedies under clause 6, you shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Royal Bank of Scotland. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay any intereste accrued together with the overdue amount.
5. Member Benefits and Services
5.1 You may access all HBB Member Benefits applicable to your membership level as set out at our Website at https://hbb.org.uk/join-us/member-sponsor-benefits/.
6. Termination of Membership
6.1 You may terminate the Contract (and your membership) by giving notice in writing to us no less than 3 months before the end of any Membership Year.
6.2 If notice to terminate the Contract is received by us in accordance with Clause 6.1, you will receive a pro-rata refund of your Annual Subscription for the remaining months of the Membership Year.
6.3 We have the right to terminate the Contract (and your membership) with immediate effect by giving you written notice if:
- you breach the terms of the Contract including the Online Code of Conduct;
- you fail to pay any monies due to us (including the Annual Subscription) whether under the Contract or otherwise, provide that we have given you written notice of such non-payment and such notice states our intention to terminate your membership if payment is not made within 60 days of the date of its receipt of the notice; or
- you suspend payment of your debts or are deemed unable to pay your debts within the meaning of Section 123(1), Insolvency Act 1986 or, in the case of an individual, are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case within the meaning of Section 268, Insolvency Act 1986, or, in the case of a partnership, have any partner to whom any of the foregoing apply, or a petition is presented on bona fide grounds, or a resolution is passed, or an order is made, for your winding up, provisional winding up, or bankruptcy, other than for the sole purpose of a solvent amalgamation or solvent reconstruction, or similar analogous event occurs.
7. Force Majeure
7.1 Neither you nor us shall be liable or responsible for any failure to perform, or delay in performance of, any of the obligations in the Contract caused by acts, events, omissions or non-events outside our or your reasonable control.
7.2 If your Membership is affected by such acts, events, omissions or non-events for more than three months, either you or us may terminate this Contract with immediate effect by serving a written notice on the other party. The service of such notice shall not affect any rights or obligations which have accrued prior to termination.
8. Data Protection and Security
8.3 You acknowledge that the transmission of information over the internet is not completely secure, and any transmission of information over the internet is at your own risk.
9.1 Nothing in the Contract shall be deemed to exclude or limit the liability (if any) of either party for:
- death or personal injury arising from negligence;
- any damage or liability incurred as a result of fraud or fraudulent misrepresentation;
- any breach of its obligations implied by Section 12, Sale of Goods Act 1979 or Section 2, Supply of Goods and Services Act 1982; and
- anything else for which the parties cannot at law limit or exclude their liability.
9.1 Subject to Clause 9.1, our entire liability to you whatsoever or howsoever arising out of or in connection with your Membership shall be limited to an amount equal to the subscription fees paid by you in each Membership Year.
10.1 The Contract sets out the entire agreement and understanding between the parties and supersedes any prior agreements, arrangements, representations or understandings (whether oral or written) between the parties. Each party has entered into the Contract in reliance only on the terms specifically contained in the Contract, and except where stated in the Contract, neither party will have any liability in respect of any other representation, warranty or promise made prior to the Contract.
10.2 These Conditions may be revised or amended from time to time by us including in accordance with Clause 2.3. Any variation to the Conditions will be notified to all Members in writing.
10.3 Any notice to a party under the Contract shall be in writing signed by or on behalf of the party giving it and shall be sent by recorded delivery to the receiving party’s address as set out in the Application Form and page one of these Terms and Conditions (HBB) or by email to email@example.com. If a notice is given in accordance with this Clause 10.3, it shall be deemed to have been received:
- if delivered by post, 48 hours after posting; and
- if delivered by email, at the time of sending or, if the email is sent after 5pm or on a day other than a business day, at 9am on the following business day.
10.4 Your Membership is not transferrable and the Contract shall not be assigned or transferred in whole or in part without our prior written consent.
10.5 If we fail to enforce a right under the Contract, that failure shall not prevent us from enforcing other rights, or the same type of right on a later occasion.
10.6 If a court or other authority decides that any provision of the Contract is not valid, or any such provision becomes illegal and unenforceable, the rest of the provisions of the Contract will not be affected.
10.7 No term of the Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
10.8 The Contract and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, or its subject matter or formation shall be governed by English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, or its subject matter or formation.
23 June 2015
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