The CAA Membership Terms & Conditions
Children’s Activities Association CIC
Membership Terms and Conditions
1. Application of terms and conditions 1.1. These terms and conditions (“Terms”) apply to fellowship and standard membership (“Membership”) operated by Children’s Activities Association CIC (“CAA”) with registered number 09316784 (“we” or “us”). By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing. The agreement between us and you, the person or entity applying (or accepting an invitation) to be a member of our Membership (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon you applying to be a member of our Membership and shall continue until terminated in accordance with these Terms.
1.3. Any content posted or submitted by you to our site or to our Facebook Group or any other type of forum in the course of your Membership is subject at all times to the Acceptable Use Policy.
1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.
1.5 Where you are a franchisor and are applying for membership on your own behalf and on behalf of some or all of your franchisees, you are responsible for the actions of each of your franchisees and shall ensure that they comply with these terms as though they had been directly a party to this contract and shall indemnify us and keep us indemnified against any damages, losses, claims, costs, expenses, fees and any other liability that we may suffer or incur as a result of any action or inaction of any of your franchisees in relation to the Membership.
2.1. There are 2 levels of Membership as follows:
4.1. The registration fee and ongoing annual fee payable for the Membership is as set out on the online order form or your invoice. You may make payment of the registration fee via the methods that are specified on the order form or on your invoice. All invoices are payable within 7 days of the date of the invoice. The annual membership is payable monthly or annually. If paid monthly these are collected automatically by Direct Debit and you agree that we may take these monthly payments automatically without any further consent or notice from you.
4.2 Your membership shall renew automatically on the date falling 12 months after the date of your original application at the then current membership rates. We will contact you prior to the expiry of your membership to offer you the right to cancel your membership. If you do not cancel your continued membership shall be subject to the terms and conditions of membership that apply to the Membership at that time.
4.3. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of Lloyds Bank plc from time to time in force and/or (ii) suspend the Membership until such time as payment is made or the Contract is terminated.
4.4. The total price payable as set out in the order form is inclusive of Value Added Tax.
4.5. All payments are non-refundable. If you terminate your membership part way through a year, you remain liable to pay the remaining monthly payments for the rest of that year and the total payment for the rest of the year becomes immediately due and payable.
5. Our obligations
5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.
5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law.
5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
5.5 Where we offer third party services as part of the Membership, we have used our reasonable endeavours to ensure that these services are fit for purpose and of satisfactory quality but we make no warranties or representations about these services and shall have no liability for any loss, damage, claims, expenses, fees, costs or any other liability you suffer as a result of any reliance on or use of these services.
5.6 We believe that membership of the CAA is likely to have a positive impact on your insurance premiums for your children’s activities but we do not guarantee any such positive impact or any discount in your premiums.
5.7 Where your details are included on our site or on third party supplier sites such as www.whatson4kids.co.uk we shall use or pass on to such suppliers accurate details of what you have provided to us. However it is your responsibility to check your details on such sites and to notify us if such details are incorrect or incomplete or if there is any change to such details and we will not be liable for any such errors or incomplete data. We do not guarantee the placing or prominence of any listing of your details on our site or on those of our third party suppliers.
5.8 Where we provide access to discounts with third party suppliers, we believe in good faith that these discounted products or services are of a high standard, however we cannot be liable for the actions or inactions of any of these suppliers. Any contract entered into in relation to such discounted goods or services is directly with the third party supplier and the CAA is not party to such contract. As such we disclaim any liability arising from such contracts and you enter into any such contracts or transactions at entirely your own risk.
6. Intellectual Property
6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials to you or to any other person.
6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.
6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Membership was provided only.
6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights or those of our third party suppliers at any time except where duly licensed. Use of our logo and the use of the logo of our third party suppliers is strictly prohibited without our respective prior written consent. You may use the membership badge that you are provided with as part of the Membership in accordance with the Code of Conduct.
6.5. Where you contribute any materials to the Membership, you grant us a non-exclusive, transferable, sub licensable, irrevocable licence to use such materials in any way we see fit for the advancement of the CAA. You warrant that such materials provided by you do not infringe the intellectual property rights of any third party and agree to indemnify us and keep us indemnified at all times against any liability we may suffer as a result of you providing us with and us using in any way such materials.
6.6 You may not without our prior written consent make any audio or visual recordings of any part of our Materials.
6.7. We may from time to time record any or all or any part of the Materials being delivered during your attendance. You authorise us to use your image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other condition or need for further consent.
6.8. You acknowledge that certain information contained in the Materials is already in the public domain.
6.9. You are not permitted to sell or promote products or services to other members of our Membership at any time without our prior written permission.
6.10. The provisions of this paragraph 6 shall survive termination of the Contract.
7. Term and termination
7.1. The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.
7.2. You may terminate your Membership and the Contract at any time by emailing us at firstname.lastname@example.org. No refunds will be provided and you remain liable to pay the membership fees owed for that year, which total amount shall immediately become due and payable. Where you have set up recurring payments through a direct debit or otherwise, it is your responsibility to terminate these payments.
7.3 We may terminate your membership at any time upon notice to you if, further to paragraph 2.3.2 above, we adjudicate that a valid complaint has been made against you in relation to an activity you have provided and you have not remedied such complaint to the satisfaction of the customer.
7.4. Notwithstanding the provisions of paragraph 7.1, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:
7.4.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms (which shall include any breach of the Code of the Practice that can be viewed at http://www.childrensactivitiesassociation.org/Member-Code-of-Practice; or
7.4.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
7.4.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.
7.5. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments for that year regardless of the point at which the Contract is terminated).
7.6. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
7.7. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
7.8. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
7.9. This paragraph 7 shall survive termination of the Contract.
8.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.
8.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.
8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
8.4. We shall not be not liable for additional costs incurred by you as a result of changes in (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions or (v) trainers, instructors or coaches.
8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
8.6. The provisions of this paragraph 8 shall survive termination of the Contract.
8.7. You acknowledge and agree that:
8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);
8.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.
9.1. By applying for Membership you warrant that:
9.1.1. You are legally capable of entering into binding contracts; and
9.1.2. You are at least 18 years old; and
9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.
9.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.