TRADE ASSOCIATION MEMBERSHIP TERMS (Membership Terms)

1. Your Membership 
2. These Membership Terms (and the Other Applicable Terms (as defined below)) apply to each trade association member’s (Member/you/your) trade association membership (Membership) of The Bicycle Association of Great Britain Limited (we/us/our/BA). They (and the Other Applicable Terms) apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Entire agreement. The Website Use Terms, the Privacy Policy and the Cookie Policy (each and together the Other Applicable Terms) and these Membership Terms form the entire agreement between you and us in relation to their 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 these Membership Terms or the Other Applicable Terms.
4. Membership benefits, services and/or products (including access to any BA Market Data Service (MDS) report, results and/or information)
5. Descriptions and illustrations. Any descriptions or illustrations of the Membership benefits, services and/or products are published for the sole purpose of giving an approximate idea of the benefits, services and/or products described. They do not form part of these Membership Terms or the Other Applicable Terms and do not have any contractual force. 
6. Changes to benefits, services and/or products. We reserve the right to amend the Membership benefits, services and/or products.
7. Reasonable care and skill. We agree that any benefits, services and/or products that we provide to you in respect of your Membership will be provided by us using reasonable care and skill.
8. Time for performance. We will use reasonable endeavours to meet any stated dates for the provision, by us, of any Membership benefits, services and/or products to you, but any such dates are estimates only and do not have any contractual force.
9. MDS. In the event that you are provided with or otherwise access any MDS report, results and/or information through or via any area of the BA website, you hereby agree and acknowledge that all intellectual property rights in the MDS and such report, results and/or information are owned by the BA, and that you may only use the MDS and such report, results and/or information for internal use to undertake market analysis and agree not to amend or share publicly or publish outside of your organisation any such report, results and/or information, save with the prior written consent of the BA.
10. Your obligations
11. It is your responsibility to ensure that:
12. you shall cooperate with us in all matters relating to your Membership and/or your use of any benefits, services and/or products provided in respect of your Membership;
13. you shall comply with any of our reasonable instructions in respect of your Membership and/or your use of any benefits, services and/or products provided in respect of your Membership;
14. you shall exercise, in accordance with good industry practice, all reasonable skill, care and diligence in respect of your Membership and your use of any benefits, services and/or products provided in respect of your Membership;
15. you shall provide us with such information and materials (including in respect of your and your group’s turnover and business activities) that we may reasonably require in respect of your Membership (including the calculation of your Membership Fees) and/or your use of any benefits, services and/or products provided in respect of your Membership, and ensure that such information is complete and accurate in all material respects; 
16. you shall obtain and maintain all necessary licences, permissions and consents which may be required in respect of your Membership and/or your use of any benefits, services and/or products provided in respect of your Membership;
17. you shall comply with all applicable laws, including health and safety laws, in respect of your Membership and your use of any benefits, services and/or products provided in respect of your Membership;
18. you shall comply with the Code of Practice at all times during your Membership.
19. If our ability to perform or provide any benefits, services and/or products, (that we perform or provide to you in respect of your Membership), is prevented or delayed by any failure by you to fulfil any of your obligations under these Membership Terms and/or the Other Applicable Terms (Your Default):
20. we will be entitled to suspend the performance or provision of such benefits, services and/or products until you remedy Your Default, and to rely on Your Default to relieve us from the performance or provision of such benefits, services and/or products, in each case to the extent Your Default prevents or delays the performance or provisions of such benefits, services and/or products. In certain circumstances Your Default may entitle us to terminate your Membership under 9 (Termination);
21. 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 or provide such benefits, services and/or products; and
22. 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.
23. Membership Fees 
24. In consideration of us providing you with your Membership you must pay your annual Membership fees (Membership Fees) for each 12 month Membership period (Membership Year) in accordance with this 4.
25. The Membership Fees are calculated, on an annual basis, by reference to (i) your type of Membership (the available types of membership being set out below); and (ii) your and, where relevant, your group’s turnover (the turnover thresholds being set out below).
26. If you wish to change your type of Membership, and we agree to such change, we will modify the Membership Fees accordingly. 
27. We take reasonable care to ensure that the Membership Fees stated for your Membership are correct when we first invoice you. However, please see 4.7 for what happens if we discover an error in the Membership Fees invoiced to you.
28. Our Membership Fees may change from time to time, but, subject to clause 4.7, changes will not affect your Membership Fees for the Membership Year they were invoiced for.
29. The Membership Fees are exclusive of VAT.  You must pay us such additional amount(s) in respect of VAT, at the applicable rate, at the same time as you pay the Membership Fees. 
30. It is always possible that, despite our reasonable efforts, the Membership Fees may be incorrectly stated or invoiced. Where the correct price for the Membership Fees is less than the price stated or invoiced, we will charge or re-invoice the lower, correct amount.  Where the correct price for the Membership Fees is higher than the price stated or invoiced, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing your Membership at the correct price or cancelling your Membership.
31. We will send you an electronic invoice for your Membership Fees on or around the date (Membership Commencement Date) that you first become a Member and then on or around each anniversary of the same.
32. You must pay your Membership Fees at the time(s) and in one of the ways stated on your Membership Fees invoice(s). 
33. If you fail to make a payment under these Membership Terms and/or the Other Applicable Terms by the due date, then, without limiting our remedies under clause 9 (Termination), we reserve the right to 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 4.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
34. You shall pay all amounts due in respect of your Membership and/or under these Membership Terms and/or the Other Applicable Terms in full without any set-off, counterclaim, deduction or withholding.
35. Intellectual property rights
36. Unless expressly stated or agreed by us otherwise in writing, all intellectual property rights in or arising out of or in connection with your Membership will be owned by us or our licensors. 
37. How we use personal data
38. We will process personal data in accordance with our Privacy Policy, the terms of which are incorporated into your Membership.
39. Limitation of liability: 
40. Nothing in these Membership Terms or the Other Applicable Terms limits any liability which cannot legally be limited, including liability for:
41. death or personal injury caused by negligence; and
42. fraud or fraudulent misrepresentation.
43. Subject to 7.1, and to the maximum extent permitted by applicable law, 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 your Membership or these Membership Terms or the Other Applicable Terms for:
44. loss of profits;
45. loss of sales or business or revenue;
46. loss of agreements or contracts;
47. loss of anticipated savings;
48. loss of use or corruption of software, data or information;
49. loss of or damage to goodwill or reputation; and
50. any indirect, special or consequential loss.
51. Subject to clause 7.2, our total liability to you arising under or in connection with your Membership and these Membership Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited, in each Membership Year, to the total Membership Fees paid by you to us in such Membership Year.
52. Nothing in these Membership Terms limits or affects any exclusions and limitations set out in the Other Applicable Terms.
53. This 7 will survive termination or expiry of your Membership.
54. Confidentiality 
55. We each may disclose the other's confidential information:
56. 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 in respect of your Membership. We will each ensure that such employees, officers, representatives, subcontractors and advisers comply with this; and
57. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
58. Unless expressly stated or agreed otherwise in writing, each of us may only use the other's confidential information for the purposes of exercising our respective rights or carrying out our respective obligations in respect of your Membership. 
59. Term, termination, consequences of termination or expiry and survival
60. Term.  Your Membership commences on your Membership Commencement Date and, unless terminated earlier under clause 9.2B, shall continue for a Membership Year.  Subject to clause 9.2, your Membership will then automatically renew for another Membership Year on each anniversary (Renewal Date) of your Membership Commencement Date.
61. Termination. 

A. If you do not wish to renew your annual Membership please provide us with not less than 30 days written notice of the same prior to the next Renewal Date.

B. Without limiting any of our other rights, we may suspend or terminate your Membership with immediate effect by giving written notice to you if: 

1. you commit a material breach of any of these Membership Terms or the Other Applicable Terms and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
2. you fail to pay any amount due in respect of your Membership or under these Membership Terms or the Other Applicable Terms on the due date for payment;
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;
4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Membership Terms or the Other Applicable Terms has been placed in jeopardy.

In the event that we suspend or terminate your Membership under this clause 9.2B you shall not be entitled to any refund of any Membership Fees that you have paid to us.

1. Consequences of termination or expiry
2. On termination or expiry of your Membership you shall no longer be entitled to or able to access any of the benefits, services and/or products that you were entitled to or able to access under your Membership, and any user identification name or code or password that applied in respect of your Membership will be  revoked. 
3. Termination or expiry of your Membership will not affect your or our rights and remedies that have accrued as at termination or expiry.
4. Survival. Any provision of these Membership Terms or the Other Applicable Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of your Membership or these Membership Terms or the Other Applicable Terms will remain in full force and effect.
5. Events outside our control
6. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations in respect of your Membership or under these Membership Terms and/or the Other Applicable Terms that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 
7. If an Event Outside Our Control takes place that affects the performance of our obligations in respect of your Membership or under these Membership Terms or the Other Applicable Terms:
8. we will contact you as soon as reasonably possible to notify you; and
9. our obligations in respect of your Membership or under these Membership Terms or the Other Applicable Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.. 
10. Communications between us
11. When we refer to "in writing" in these Membership Terms and/or the Other Applicable Terms, this includes email.
12. Any notice or other communication given by one of us to the other under or in connection with your Membership or under these Membership Terms or the Other Applicable Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
13. A notice or other communication is deemed to have been received: 
14. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 
15. 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
16. if sent by email, at 9.00 am the next working day after transmission.
17. 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. 
18. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19. General
20. Assignment and transfer and subcontracting
21. We may assign and/or transfer any of our rights and/or obligations in respect of your Membership and/or under these Membership Terms and/or the Other Applicable Terms to another person but will always notify you in writing or by posting on our website if this happens.
22. We may subcontract any of our rights and/or obligations in respect of your Membership and/or under these Membership Terms and/or the Other Applicable Terms to another person.
23. You may only assign or transfer or sub-contract your rights or your obligations in respect of your Membership and/or under these Membership Terms and/or the Other Applicable Terms to another person if we agree in writing. 
24. Variation.  We may amend these Membership Terms from time to time. Every time you wish to use this site or otherwise use any of the benefits, services and/or products provided in respect of your Membership, please check these Membership Terms to ensure you understand the Membership Terms that apply at that time.
25. Waiver. If we do not insist that you perform any of your obligations in respect of your Membership and/or under these Membership Terms and/or the Other Applicable Terms, 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.
26. Severance. Each term of these Membership Terms and the Other Applicable Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining terms will remain in full force and effect.
27. Third party rights. These Membership Terms and the Other Applicable Terms are between you and us. No other person has any rights to enforce any of their terms. 
28. Prevail.  If there is any inconsistency between any of the provisions of these Membership Terms and any of the provisions of the Website Use Terms, the provisions of these Membership Terms will prevail to the extent of the inconsistency.
29. Further assurance.  You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Membership Terms.
30. Governing law and jurisdiction. These Membership Terms are governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these Membership Terms to the exclusive jurisdiction of the English courts.