Oystercatchers Club Membership Terms and Conditions

Oystercatchers Club Membership Terms and Conditions

The Oystercatchers Club is brought to you by the company named on your Order Form (“we” “us” and “our” being interpreted accordingly). Membership of the Oystercatchers Club (“Membership”) is subject to the member agency named on the Order Form (and herein referred to as “you” and/or “your”) fulfilling the Membership criteria set by us from time to time and complying with these Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions apply to these Terms:

“Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;

“Nominated Representatives” means those employees in your organisation who are entitled to have access to the various Membership benefits and are subject to these Terms;

“Business Days” means any day other than a Saturday or Sunday or any day which is a public holiday in the UK;

“Content” means any content provided by us to you and / or your Nominated Representatives, including on the Website, and including, without limit, any text, data, logos, graphics, photographs, images, animations, software, apps, forms, videos, music and other audio/visual materials;

“Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation including Regulation (EU) 2016/679 (“GDPR”), the GDPR as it forms part of the laws of the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”) and any related national legislation including the Data Protection Act 2018, any national legislation implementing Directive 2002/58/EC including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and any replacement or repealing legislation;

“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, government action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, disease or other natural disaster, or failure of public or private telecommunications networks;

“Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;

“Order Form” means an order for a Membership placed by you with us in accordance with these Terms (and “Ordered” shall be construed accordingly);

“Parties” means us and you, and “Party” means either of us as applicable;

“Personal Data” has the meaning given to it in the GDPR or the UK GDPR as applicable. Any Personal Data you provide to us in connection with your Membership will be processed in accordance with our Privacy Policy which can be found at www.centaurmedia.com/privacy (“Privacy Policy”);

“Terms” means these Membership Terms and Conditions, which apply to your Membership; and

“Website” means our website at https://theoystercatchers.com/  Use of our Website is governed by our Website terms and conditions at www.centaurmedia.com/terms-and-conditions (“Website Terms and Conditions”).

1.2 The clause headings in these Terms are included for convenience only and shall not affect the interpretation of these Terms.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.6 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to these Terms or to any other terms, agreements or documents referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.

1.9 References to clauses are to the clauses of these Terms.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. THE OYSTERCATCHERS CLUB

The Oystercatchers Club is a private club, membership of which is available to selected agencies and their nominated representatives (“Members”), allowing them access to certain special events, benefits and services offered by us and/or our partners.  Events, benefits, and services are subject to change from time to time.

3. REQUIREMENTS FOR MEMBERSHIP

3.1 You will ensure that each Nominated Representative is made aware of and complies with these Terms, our Website Terms and Conditions, our Privacy Policy and any other terms and conditions applicable to your Membership (as notified to you by us from time to time).

3.2 If there is any conflict between our Website Terms and Conditions or Privacy Policy and these Membership Terms and Conditions, then these Membership Terms and Conditions shall govern and take precedence.

4. CHARGES AND PAYMENT

4.1 The charges for your Membership will be set out in your Order Form.

4.2 Unless otherwise specified in your Order Form, charges are exclusive of VAT or any other sales tax applicable to your country of residence, and such taxes shall be payable by you at the applicable current rate chargeable at the time that we invoice you.

4.3 We shall be entitled to issue an invoice to you for the charges on an annual basis as applicable and you shall pay each invoice submitted by us:

4.3.1 upon receipt of the invoice (unless otherwise specified in the Order Form); and

4.3.2 in full and cleared funds to the bank account nominated by us on the invoice.

4.4 Without limiting any of our other rights or remedies, if you fail to make any payment due to us under these Terms by the due date for payment, we shall have the right to charge interest on the overdue amount at the rate of 2% per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.

4.5 You shall pay all amounts due under these Terms in full without any deduction or withholding except as required or permitted by law. We may, without limiting its other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

5. TERM AND TERMINATION

5.1 Your Membership will last for a period of 12 months (the “Initial Term“). Your Membership will automatically renew at the end of the Initial Term unless you confirm to us in writing that you do not want to renew, this confirmation needs to be received by us no later than 3 days before the Membership ends.

5.2 We may cancel your Membership at any time by giving you at least 90 days’ notice in writing.

5.3 If we exercise this right, we shall refund you, on a pro rata basis, the charges paid by you that are for the portion of your Membership remaining after termination of your Membership.

5.4 We may, at our option, suspend or terminate your Membership at any time with immediate effect by giving written notice to you if:

5.4.1 you fail to pay any amount due under these Terms on the due date for payment; or

5.4.2 you otherwise breach these Terms.

5.5 We may, at our option, suspend or terminate your Membership with immediate effect if you become subject to any of the following events, or we reasonably believe that you are about to become subject to any of them:

5.5.1 you, other than for the purpose of a bona fide reconstruction or amalgamation pass a resolution for your winding up, or a court of competent jurisdiction makes an order for you to be wound up or dissolved;

5.5.2 an administrator is appointed or an administrative order is made in relation to you or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking assets, rights or revenue;

5.5.3 you enter into an arrangement, compromise or composition in satisfaction of your debts with your creditors or any class of them, or take steps to obtain a moratorium, or make an application to a court of competent jurisdiction for protection from your creditors;

5.5.4 you are unable to pay your debts, or you are capable of being deemed unable to pay your debts, within the meaning of section 123 of the Insolvency Act 1986; or

5.5.5 you enter into any arrangement, compromise or composition in satisfaction of your debts with your creditors.

5.6 On expiry or termination of your Membership for any reason:

5.6.1 you shall immediately pay to us all outstanding unpaid charges;

5.6.2 your, and where applicable, your Nominated Representatives’ access to Membership benefits will be revoked.

6. CONTENT

6.1 We are the owners or licence holders of the Intellectual Property Rights in any Content we may provide to you and you acknowledge and agree that nothing in these Terms shall be construed so as to transfer any Intellectual Property Rights in the Content to you or your Nominated Representatives.

6.2 We hereby grant to you and, where applicable, your Nominated Representatives, a limited, non-exclusive, non-transferable, worldwide licence to use the Content provided that it is only used for your own business purposes within your organisation.

6.3 You shall not alter or remove any copyright notices or other notices indicating rights in the Content.

6.4 For the avoidance of doubt, the licence granted in clause 6.2 shall not permit you or your Nominated Representatives do any of the following without our prior written consent:

6.4.1 sub-license, rent, lease, transfer or assign any Intellectual Property Rights in the Content to any other person, or attempt to do any of the foregoing;

6.4.2 disclose the Content whether in part or in its entirety to any third party, including any associated or affiliated company or, if applicable, to anyone within your organisation who is not a Nominated Representative; or

6.4.3 in any way commercially exploit any of the Content.

6.5 Further, you agree that you and your Nominated Representatives shall:

6.5.1 not use the Content to develop or provide, directly or indirectly, any product or service that competes with our business or any of our Affiliates’ businesses;

6.5.2 not use the Content in any way which might infringe third party rights, including third party Intellectual Property Rights;

6.5.3 not, to the extent the Content contains Personal Data, share such Personal Data with any third party or use it other than for purposes for which it is expressly provided;

6.5.4 to the extent the Content contains Personal Data, comply with any obligations you may have under Data Protection Legislation;

6.5.5 to the extent the Content contains Personal Data, take appropriate technical and organisational measures to keep such Personal Data secure;

6.5.6 not use the Content in any way that is contrary to applicable law;

6.6 You grant us a non-exclusive perpetual irrevocable worldwide licence to use Your name and trade marks in connection with the promotion and facilitation of the Oystercatchers Club.

6.7 The name ‘Oystercatchers Club’ and other names, logos or marks may be trade marks belonging to us or other companies in the Centaur Media plc group (“Trade Marks”).

6.8 To the maximum extent legally permitted, you cannot link to or seek to extract data from our Content or reutilise any Content for any commercial purpose or use our Trade Marks or Intellectual Property Rights in a way that suggests that you or your business has any endorsement from or affiliation to us or other brands or companies in the Centaur Media plc group without our prior written permission (at our sole discretion).

7. YOUR USE OF YOUR MEMBERSHIP

7.1 You must only use the Oystercatchers Club, the Website and any related Content (“Club Materials”) for legal purposes in accordance with these Terms and are prohibited from using the same to engage in any illegal or fraudulent activity or in a manner that (in our reasonable opinion) is liable to damage our business or harm other Members. Your use of the Club Materials is subject to our membership rules and other policies or guidelines that we may communicate to you from time to time.

7.2 You also undertake that any Personal Data and other information you may provide to us when registering or signing up to any of our services, or during the course of your Membership, is complete, accurate and up to date. If you are submitting or posting Personal Data on behalf of another person, you confirm that you have their prior authority to do so and have provided them with a copy of our Privacy Policy.

7.3 In relation to any material you submit to us, to other Members and/or for use on our Website, you undertake to us that either you own this material or have the necessary rights, clearances and or approvals you need to submit or post such material.

8. INDEMNIFICATION

You agree to indemnify us in relation to any third-party legal actions or claims that are made against us and for any associated losses, damages or expenses (including any legal expenses) that we suffer as a result of you breaching your obligations or undertakings in clauses 7.1, 7.2 and 7.3.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Terms shall exclude or restrict a Party’s liability for death or personal injury resulting from the negligence of that Party or of its employees while acting in the course of their employment, or any other liability which cannot be excluded by law.

9.2 Subject to clause 9.1 we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for:

9.2.1 any loss of profit, business, business opportunity, contracts, anticipated savings, goodwill, or revenue;

9.2.2 any wasted expenditure;

9.2.3 any inaccuracies in the Content;

9.2.4 any use by you of personal data displayed on our Website or within any Content;

9.2.5 any damage to any property used in connection with any Content;

9.2.6 any loss or corruption of data; or

9.2.7 any indirect or consequential loss.

In addition, we cannot guarantee that any Content you access or download is free from viruses, worms or other malware, and you should check that you have suitable, up to date virus or malware protection on your computer or device.

9.3 Subject to clause 9.1, save in the case of an indemnity given under clause 8, a Party’s 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 these Terms shall be limited to a sum equal to the amount of the charges for the Membership as set out in the Order Form. For the avoidance of doubt, a Party’s total liability to the other for an indemnity given under clause 8 shall be uncapped.

9.4 We do not make any representation and exclude all warranties, terms or conditions (whether express or implied by law or otherwise) in respect of the Club Materials, including, without limitation, any decision you take on the basis of information provided through the Website and/or Events, except that nothing in these Terms shall exclude or restrict your statutory rights or other rights that cannot be excluded or restricted under applicable law. Except as set out above, we will not be liable for (1) any indirect, consequential or special loss or damage; or (2) any lost revenue, profits or other economic loss (whether direct or indirect), however arising from your use of the Membership.

10. CHANGES TO THESE TERMS

We may amend these Terms at any time, for example, where we add new services or features or where there is a change in applicable law. All such changes will take effect once these Terms have been updated and you will be assumed to have accepted any such changes if you continue to use the Club Materials after the latest update.

11. PURCHASE OF PRODUCTS OR SERVICES

If you elect to purchase any products or services which we offer to you through the Club Materials (or any affiliated website of another Centaur Media plc group company) this may be subject to new and/or additional terms and conditions which will be notified to you at the time.

12. EVENTS OUTSIDE OUR CONTROL

We shall have no liability or responsibility to you for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.

13. INVALIDITY & WAIVER

If any of these Terms is found by a court or a regulator to be invalid or unenforceable the other provisions shall continue to apply to the maximum extent legally permitted. No waiver of any of these Terms shall be effective unless made in writing by us and a waiver (or non-enforcement) shall not be construed as a waiver of any subsequent breach.

14. GOVERNING LAW

In the event of any dispute between you and us concerning these Terms, the laws of England and Wales will apply. If you wish to take court proceedings against us, you should do so within England and Wales, except to the extent that applicable law in your country of residence requires mandatory application of another law and/or jurisdiction and/or language and such requirement cannot lawfully be excluded under these Terms in which case such law and/or jurisdiction and/or language shall apply, as far as legally required.

15. MISCELLANEOUS

15.1 We may at any time assign, mortgage, charge, subcontract, delegate or declare a trust over any or all of our rights and obligations under these Terms to or for the benefit of any person. You may not transfer, assign, sub-licence, sub-contract, divest or otherwise deal with your rights or obligations under these Terms and Conditions without our prior written consent.

15.2 These Terms are made between you and us, but are also made for the benefit of our Affiliates. It is intended that all our Affiliates may enforce the benefits conferred on it under these Terms in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999. Apart from our Affiliates, no other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.3 No failure or delay by us in exercising any right or remedy provided under this these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict our further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict our further exercise of that or any other right or remedy.

15.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.