These are the terms and conditions of membership (“Terms”) for West London Business Ltd, a company limited by guarantee with registered company no. 2934029 (“WLB”) adopted by the Board of Directors (“Board”) on 11 August 2017 pursuant to the articles of association of WLB (“Articles”).
1.1 These Terms and the Articles, together, govern the relationship concerning the membership of each Member with WLB (“Membership”).
1.2 In the event that there is any inconsistency between the Terms and the Articles, the provisions of the Articles shall prevail over the Terms.
1.3 The Board may make any reasonable amendments to these Terms at any time without the consent of any Member. A copy of the current Terms are available to Members on WLB’s website.
1.4 The Board may determine there will be different classes of Member and the rights pertaining to each such class.
2. Membership Obligations
2.1 Each Member shall comply with the provisions of the Articles and the Terms.
2.2 The liability of each Member in the event of WLB being wound up is limited to £1.
2.3 On joining, and on each anniversary of a Member’s Membership, the Member shall pay a membership fee to WLB at such rates and in such manner as may be determined by the Board from time to time, including by Direct Debit. If a Member is requested to pay by Direct Debit it shall set up and maintain a Direct Debit instruction with its bank providing for the fee to be paid by monthly installments.
2.4 WLB will raise invoices in respect of any membership fees payable and unless agreed otherwise in writing, the fees will be payable within 30 days of the date of the invoice. No rights of Membership will arise until such time as the membership fee is paid.
2.5 All membership fees, or any part thereof, which have been paid by a Member shall not be refundable by WLB in part or in full and all Members shall remain liable to pay to WLB any and all sums which are otherwise owed by a Member to WLB in any event, including but not limited to the following circumstances:
2.5.1 after a Member ceases to be a member; and/or
2.5.2 WLB ceasing to trade or otherwise being wound up.
2.6 Members shall immediately inform WLB of any changes to their details, including contact information.
3. Membership benefits
3.1 Members receive numerous benefits by being a Member. A list of those benefits, including those applicable to any class of Membership, can be found on WLB’s website (the “Benefits”).
3.2 The Benefits may be amended from time to time at the sole discretion of the Board. A Member shall remain liable to pay any outstanding membership fee notwithstanding that any Benefits may cease to be available, either on a temporary or permanent basis.
3.3 A Member’s right to Benefits shall immediately cease upon termination of Membership.
3.4 WLB may at any time alter or amend the benefits available to Members or any class of Members without prior notice.
3.5 Membership is not transferable.
4. Termination of Membership
4.1 Other than where Terms 2 and 4.3 apply, any Member that wishes to terminate its Membership may terminate their Membership at any time by giving three months’ notice to WLB in writing (“Termination Notice”). This three month period shall commence from the date on which WLB receives the Termination Notice. Where the departing Member has not paid its Membership Fees in respect of the year in question, it shall remain liable to do so notwithstanding the termination of its Membership.
4.2 A Member’s Membership terminates immediately and automatically when:
4.2.1 if that Member is an individual, that individual becomes Insolvent or dies; or
4.2.2 if that Member is an organisation, that organisation becomes Insolvent or otherwise ceases to exist.
4.3 WLB may terminate the Membership of any Member without that Member’s consent by giving that Member written notice if, in the reasonable opinion of the Board that Member:
4.3.1 is guilty of conduct which has or is likely to have a serious adverse effect on WLB or bring WLB or any or all of the Members and/or directors of WLB into disrepute; or
4.3.2 has acted or has threatened to act in a manner which is contrary to the interests of WLB as a whole; or
4.3.3 has failed to observe the Terms or the Articles; or
4.3.4 has failed to pay any fees or other monies payable to WLB on the due date.
4.4. Upon the termination of Membership, WLB shall cease all use of that leaving Member’s names and logos on any marketing materials, events materials and other materials or documentation relating to any events within three months of the date on which the leaving Member ceases to be a Member, however, WLB may retain any materials added to WLB’s library collection and the leaving Member permits the continued use of their names and logos for this purpose and as required for WLB to comply with any legal or regulatory requirements.
5.1 WLB may publish, display or distribute any sponsorship or other materials displaying a Member’s name or logo in relation to any events, as agreed or further to these Terms, provided that:
5.1.1 such materials have been provided by a Member for such purpose; or
5.1.2 if WLB has sent samples of such materials to a Member and that Member has given its prior written approval to such publication, display or distribution.
5.2 Members are deemed to have consented to incidental inclusion in marketing photographs taken at any WLB event.
If a Member provides WLB with any documentation, text or other materials for use by WLB (together, the “Organisation Materials”), that Member shall retain the ownership of the copyright and any other intellectual property rights in such Organisation Materials, and that Member grants WLB a non‑exclusive licence to use such Organisation Materials (in its unamended form only, except with that member’s prior written approval to any amendments) for so long as that Member is a member of WLB.
7.1.1 “Confidential Information” means all information concerning the business affairs, financial affairs or client matters of WLB or a Member of a confidential nature, including which has been indicated by the owner of that information to be confidential in nature.
7.1.2 “Discloser” means the owner of Confidential Information.
7.1.3 “Recipient” means the recipient of Confidential Information.
7.2 The Recipient shall keep strictly confidential the Discloser’s Confidential Information and shall not directly or indirectly disclose such Confidential Information to any third party except with the prior written consent of the Discloser.
7.3 Subject to the provisions of Term 8 (which modify the provisions of this Term 7 accordingly), the provisions of this Term 7 shall apply to any Member’s participation in any WLB commissions, working groups, committees or other such meetings or committees.
7.4 The provisions of this Term 7 shall not apply to any information which:
7.4.1 is or becomes generally available to the public other than as a result of a breach of an obligation under this Term 7; or
7.4.2 is acquired from a third party who owes no obligation of confidence in respect of the Confidential Information; or
7.4.3 is or has been independently developed by the Recipient or was known to the Recipient prior to receipt of such Confidential Information.
7.5 Notwithstanding the provisions of Term 2 above the Recipient may disclose any Confidential Information:
7.5.1 to the Recipient’s respective insurers or legal advisors; or
7.5.2 to a third party to the extent that this is required by any court of competent
7.5.3 jurisdiction, or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose; or
7.5.4 where reasonably practicable (and without breaching any legal or regulatory requirement) not less than 14 days’ notice in writing is first given to the Discloser.
8. Chatham House Rule meetings
8.1 A “Chatham House Rule” meeting is a meeting where any Member may report any information that is disclosed during that meeting on the condition that:
8.1.1 the source of that information may not be explicitly or implicitly identified; and
8.1.2 that Member takes all measures to hide the source of that information unless otherwise required by any court of competent jurisdiction, or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose by any laws or regulations.
8.2 A meeting may be convened as a Chatham House Rule meeting in which case, the fact that that meeting shall be a Chatham House Rule meeting will be notified to all invited Members by WLB in writing in advance of that meeting on the written notice for that meeting.
8.3 Any meeting which has already started may become a Chatham House Rule meeting if all Members present unanimously agree that that meeting shall be a Chatham House Rule meeting.
9. Data Protection
9.1 In this Term 9, the terms ‘personal data’ and ‘processing’ have the meanings given to them in the Data Protection Laws (as defined in Term 3) in force at the relevant time.
9.2 Compliance by WLB and every Member with this Term 9 will be at their own cost.
9.3 WLB shall comply with all data protection, privacy and any similar or equivalent laws in each relevant jurisdiction relating to personal data, including but not limited to, the Data Protection Act 1998 (“DPA”) (whilst it is still in force) and the General Data Protection Regulation 2016 (when it replaces the DPA) (“Data Protection Laws”) which apply to it when processing personal data.
9.4 Each Member shall comply with all data protection, privacy and any similar or equivalent laws in each relevant jurisdiction relating to personal data, including but not limited to, the Data Protection Laws which apply to it when processing personal data.
9.5 WLB shall notify all Members if it becomes aware of any unauthorised, unlawful or dishonest conduct or activities, or any breach of the terms of this Term 9 relating to personal data.
9.6 A Member shall notify WLB if it becomes aware of any unauthorised, unlawful or dishonest conduct or activities, or any breach of the terms of this Term 9 relating to personal data. In the event that there is such a breach the Member shall indemnify WLB and any other Members (as applicable) for any loss or damage suffered by WLB or any other Members in relation to any breach by the Member of its obligations under this Term 9.
10. Regulatory and legal concerns
10.1 Each and every Member shall comply with any and all applicable legal and regulatory requirements including but not limited to:
10.1.1 independence from the Member’s audit clients, including audit clients registered with the United States Securities & Exchange Commission;
10.1.2 competition and anti-trust;
10.1.3 applicable professional terms of conduct; and
10.1.4 applicable industry specific terms and regulations, (“Legal Requirements”).
10.1.5 In the event that any Member requires the assistance of WLB to ensure its compliance with any Legal Requirements, WLB shall provide such reasonable assistance as that Member may reasonably require, at the cost of that Member.
10.1.6 In the event that a Member reasonably considers that its Membership shall cause it to breach any applicable Legal Requirement, the Member shall serve written notice on WLB to terminate its Membership.
11.1 No third party shall be entitled to claim the benefit or enforce any rights under the Terms Pursuant to the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
11.2 In no event shall WLB be liable for any punitive, incidental or consequential damages in any action arising from or related to these Terms, whether based in contract, tort (including negligence), intended conduct or otherwise, including without limitation, damages relating to the loss of profits, income or goodwill, regardless of whether WLB has been advised of the possibility of such damages. In no event shall WLB’s liability to a Member exceed an amount equal to the most recent membership fee paid by the relevant Member.
11.3 WLB gives no nor implies any warranties by virtue of these Terms.
11.4 Any monies payable to WLB shall be paid without any set off or deduction unless agreed otherwise in writing.
11.5 Membership will allow the Member personal access to the Members’ area of the WLB website. This access will continue whist all monies due to WLB are up to date. In the event that any payments are in arrears, WLB reserves the right to suspend access to that area. In the event of termination of Membership, access shall cease.
11.6 WLB shall not be liable for any delay or failure to fulfil any obligation under the Terms that result from an act of God, war, terrorism, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, earthquake, failure or fluctuation in electrical power or other utility services or other cause beyond its reasonable control.
11.7 As a Member of WLB, the Member agrees to conduct themselves in a professional and business-like manner, treating other Members and officers and employees of WLB with respect at all times.
11.8 Nothing in these Terms is intended to create a joint venture, partnership, agency, or franchise relationship between WLB and any Member or between any Members. WLB nor any Member has any right or power to bind the other or to assume or create any obligations on behalf of the other.