TERMS AND CONDITIONS OF MEMERSHIP

1. 1.     INCORPORATION

These terms and conditions shall apply to and be incorporated into all application forms and renewals or membership to Access 2 Business and shall prevail over any other term of the arrangement between you and the Access 2 Business (UK) Limited (the “Company”) unless otherwise agreed by the Company in writing.  All of your terms and conditions are excluded.

1. 2.     MEMBERSHIP
1. 2.1   Payment of the Membership Fee (as defined in clause 3.1) shall entitle you to membership for the Membership Period (as defined in clause 3.2), subject to these terms and conditions;
2. 2.2   In return for payment of the Membership Fee, you shall be entitled to place a booking for up to two representatives (such representatives must be major decision makers within your organisation with the authority to buy for and on behalf of you) to attend any of the luncheons in your network area PLUS 2 luncheons in any other network area during that Membership Period.
3. 2.3   Once you have made a booking/bookings, you shall be obliged to pay the Luncheon Fee (as defined in clause 2.5) whether or not you attend the luncheon (subject to your right to cancel as set out in clause 5).
4. 2.4   Bookings may be made in writing, verbally or electronically.
5. 2.5   Your authorised representatives shall be entitled to attend any luncheon for which you have made a booking on payment of the fee(s) for such luncheon (the “Luncheon Fee”)
6. 2.6   The Company must be made aware of any special dietary requirements at least 72 hours before a luncheon e.g. vegetarian, fish/nut allergy, glutton free meals.
2. 3.     FEES
1. 3.1   Unless otherwise agreed by the Company in writing, the membership fee shall be the fee set out in the invoice submitted to you (the “Membership Fee”).
2. 3.2   Payment of the Membership Fee entitles you to membership to Access 2 Business for the Membership Period, such period to be as follows:
3. (a)    In the first year of membership, from the date of the first luncheon attended by you or one of your chosen representatives (“Start Date”) to the last day of the previous month in the following year (“End Date”) (e.g. if the Start Date = 08/01/2004 then the End Date = 31/12/2004) ; and
4. (b)    for all subsequent years of membership, from the day following the End Date for the Previous Membership Period  to the last day of the previous month in the following year (e.g. if the membership commenced = 09/01/2004 then the end date = 31/12/2004);

and for the avoidance of doubt, any attendance of a luncheon shall oblige you to pay the whole Membership Fee for the Membership Period in which such luncheon was attended.

1. 3.3   The Membership Fee is (unless the Company otherwise agrees in writing) to be paid in advance of the Membership Period to which it relates and shall fall due for payment on the earlier of:
1. (a)      the date for payment as set out in the Company’s invoice for payment of the Membership Fee; or
2. (b)      the attendance of any luncheon arranged by the Company’s in the Membership Period to which the Membership Fee due relates.
1. 3.4   Where the Company provides that the Membership Fee may be paid in instalments (which it shall not be obliged to do), this shall be without prejudice to the Company’s right to demand payment of the Membership Fee in full at any time and for the avoidance of doubt, you shall be obliged to pay the whole Membership Fee even if you cancel your membership part way through the Membership Period.
2. 3.5   Luncheon Fees are payable when booking places to attend meetings (unless the Company has agreed otherwise in writing) and for the avoidance of doubt, the Luncheon Fee is payable per representative.
3. 3.6   The Company can refuse to seat you or your representative(s) at a luncheon should there be any outstanding balances on your accounts, either for Luncheon Fees, Membership Fees or any other amounts due the Company.
4. 3.7   VAT receipts will be posted out to you within one week of the meeting;
3. 4.     RENEWAL OF MEMBERSHIP
1. 4.1   The Company will automatically issue an invoice for renewal of your membership on the expiry of the then current Membership Period.  Subject to clause 4.2 below, failure to pay such renewal Membership Fee in accordance with the terms of such invoice shall be deemed to be notice that you do not wish to renew your membership.
2. 4.2   Any attendance of a luncheon shall oblige you to pay the Membership Fee for the Membership Period in which such luncheon was attended.
4. 5.      CANCELLATION
1. 5.1   You shall (subject always to Clause 3.4 and 5.2) be entitled to cancel your membership or a booking for a luncheon at any time.
2. 5.2   You shall not be entitled to any refund for cancellations:
5. (a)    of membership; or
6. (b)    of bookings for luncheon received less than 72 hours prior to the luncheon in question.
1. 5.3   Cancellation of membership or a booking for a luncheon must be in writing and sent to: Cleethorpes Business Centre, Jackson Place, Wilton Road, Humberston, Grimsby, North East Lincolnshire DN36 4AS
2. 5.4   Cancellations shall only be effective when received at such address by the Company.
3. 5.5   The Company shall be entitled to cancel your membership at any time in the event of the following (without prejudice to your obligation to pay the Membership Fee in full which shall continue after cancellation or any Luncheon Fee for any luncheons booked):
7. (a)    your failure to pay the Membership Fee or any part thereof, any Luncheon Fee or any other amount due and payable to the Company whether under these terms and conditions or otherwise, as it falls due; and
8. (b)    your failure to adhere to the membership rules as published and amended by the Company from time to time.
1. 5.6   The Company shall further be entitled to cancel your membership or any booking for a luncheon at any time without cause save that in the event of such cancellation of your membership, you shall not be obliged to pay (where payment is made in instalments) any part of your Membership Fee due for any period not yet commenced.
9. 6.      GENERAL
1. 6.1   Any dispute as to whether you attended or booked any luncheon shall in the first instance be resolved between the parties.  In the event that the parties cannot resolve any such dispute within 10 working days, the Company’s opinion shall be final and in making such decision the Company shall act reasonably taking into account any evidence it has been presented with.
2. 6.2   The parties do not intend that any of these terms and conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to them.
3. 6.3   The formation, existence, construction, performance, validity and all aspects of these terms and conditions shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts
4. 6.4   Each right or remedy of the Company under any of these terms and conditions is without prejudice to any other right or remedy of the Company whether under these terms and conditions or not.
5. 6.5   Failure or delay by the Company in enforcing or partially enforcing any provision of any of these terms and conditions will not be construed as a waiver of any of its rights under these terms and conditions.  Any waiver by the Company of any breach of, or any default under, any provision of these terms and conditions by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms herein.