Terms and conditions of membership of West London Business
1. Membership Benefits
1.1 West London Business shall provide the organisation with the Membership benefits including:
1.1.1 The right to use the West London Business Company Member logo on promotional literature
and/ or stationery for the duration of the membership;
1.1.2 The provision of free entry into West London Business website Members’ Directory
1.1.3 The option to provide representatives to speak at select events;
1.1.4 The option to sponsor events during the term of this Agreement.
These will be subject to further agreements;
1.1.5 An organisation shall be included in West London Business website and e-newsletter;
1.1.6 West London Business shall promote the organisation’s product or services at a local level;
1.1.7 The option to purchase discounted rate tickets to attend events run by West London Business.
2. Membership Fee
2.1 The organisation shall pay West London Business an amount specified in Part 2 of the application
form based on number of employees, typically in the Greater London region (plus Value Added Tax at
the prevailing rate) (the “Membership Fee”).
2.2 Invoices are payable within thirty days of receipt.
2.3 If the organisation decides to resign its rolling membership they will give West London Business
and/or Park Royal Business Group three months’ notice in writing prior to their annual renew date.
3.1 West London Business may only publish, display or distribute any sponsorship or other materials
displaying the organisation’s names or logos in relation to the Membership and events or otherwise under
the terms of this Agreement if such materials have been provided by the organisation for such purpose,
or if West London Business has sent samples of such materials to the organisation and the organisation
has given its prior written approval to such publication, display or distribution.
4.1 If the organisation provides to West London Business any documentation, text or other materials for use
in relation to the Membership and events (together, the “Organisation Materials”), the organisation shall
retain the ownership of the copyright and any other intellectual property rights in such Organisation
Materials, and the Organisation shall grant West London Business a non exclusive licence to use such
Organisation Materials (in its unamended form only, except with the organisation’s prior written approval to
any amendments) for the term of the Agreement in relation to the Membership and events for the purposes
for which such Organisation Materials was provided.
5.1 The parties (being, as appropriate in this clause, the ‘disclosing party’ or the ‘receiving party’ of
Confidential Information) shall keep strictly confidential the other party’s confidential information
(including, but not limited to, any information concerning the business affairs, financial affairs or client
matters of the disclosing party or organisation) which the receiving party may become aware of or have
received from the disclosing party in relation to this Agreement (the “Confidential Information”), and shall
not directly or indirectly disclose the same to any third party except with prior written consent of the
disclosing party. These restrictions shall not apply to any information which: (i) is or becomes generally
available to the public other than as a result of a breach of an obligation under this Clause 5; or (ii) is
acquired from a third party who owes no obligation of confidence in respect of the information; or (iii) is or
has been independently developed by the receiving party or was known to it prior to receipt.
5.2 Notwithstanding clause 5.1, above the receiving party shall be entitled to disclose the confidential
information of the disclosing party: (i) to its respective insurers or legal advisors; or (ii) to a third party to the
extent that this is 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, provided that in the case of sub
-clause (ii) where reasonably practicable (and without breaching any legal or regulatory requirement) not
less than two business days’ notice in writing is first given to the disclosing party.
6. Data Protection
6.1 In connection with the Agreement, each party shall comply with all relevant provisions of the Data
Protection Act 1998 and any other applicable United Kingdom data protection and privacy legislation.
6.2 If West London Business, under clause 1 of this Agreement or otherwise, provides the organisation
with a list of the Events delegates and their office contact details, West London Business confirms that
West London Business has obtained such delegates’ consent that their office contact details may be
released to the Event’s member(s) for the purpose of such member sending the delegates (by post or by
email) information on any of the member organisation’s services which may be of interest to the delegates.
6.3 If in connection with this Agreement West London Business processes, as a data processor on the
organisation’s behalf, any personal data, including any sensitive personal data, relating to the organisation,
its employees or its clients or otherwise being personal data which the organisation’s has provided to West
London Business for the purposes of this Agreement (the “Personal Data”): (i) West London Business shall
process such Personal Data only on the organisation’s instructions, and the organisation hereby instructs
West London Business to carry out or arrange for such processing of the Personal Data as is reasonably
appropriate for the purposes of this Agreement; (ii) West London Business shall put in place appropriate
technical and organisational measures to protect such Personal Data against unauthorised or unlawful
processing of such Personal Data, and accidental loss or destruction of, or damage to such Personal Data;
(iii) West London Business shall take reasonable steps to ensure the reliability of any of West London
Business’s employees who have access to such Personal Data; (iv) in relation to such Personal Data, West
London Business shall comply with obligations equivalent to any imposed on the organisation (as the data
controller) by the seventh principle of the Data Protection Act 1998; and (v) West London Business shall not
disclose the Personal Data or allow access to it other than to a person under similar obligations.
7. Independence Issues/ SEC-related concerns
7.1 In a scenario where the member organisation and its related entities have to comply with certain
legislative and regulatory requirements concerning its (and that of other member firms in the organisation’s
network of firms) independence from the organisation’s audit clients, including audit clients registered with
the United States Securities & Exchange Commission (“SEC”). As a result, West London Business shall on
request inform the organisation of the names of any confirmed or proposed co members of the West
London Business, and of any confirmed co-members (which were previously notified by West London
Business to the organisation) which decide to withdraw their Membership of the West London Business;
within five business days of the receipt of such information, the organisation shall notify West London
Business of any independence or SEC related concerns which the organisation may have in relation to any
such co member’s activities.
7.2 The organisation reserves the right to withdraw its Membership and terminate this Agreement in the
event that West London Business agrees that another entity may be a co member of the West London
Business (or in the event that any previously confirmed co-members withdraw their Membership of the
West London Business) where such co-membership (or withdrawal of co membership) of the West London
Business by such entity may, in the organisation’s sole opinion, cause the organisation or any other firm in
the organisation’s network of member firms any independence or SEC-related concerns, and the
organisation has notified such concerns to West London Business.
7.3 In the event of the organisation’s withdrawal of its Membership and termination of this Agreement
under clause 8.2:
7.3.1 West London Business shall cease all use of the member organisation’s names and logos on any
marketing materials, Events materials and other materials or documentation relating to this Events
within three months of written confirmation that the organisation no longer wishes to be a member of
West London Business. However, the organisation recognises that West London Business may not
destroy any materials added to West London Business library collection;
7.3.2 if the organisation had been informed of the name of the co-member concerned prior to the
date of this Agreement (or, after the date of this Agreement, had been informed of a proposed co
member’s activities but had not notified West London Business of its concerns in accordance with
clause 8.1), the organisation shall remain liable to pay the Membership Fee set out in clause 2 above;
8.1 The organisation shall be entitled to take the benefit of this Agreement and to rely on the Agreement
as if it were a party as well as the organisation and to enforce in its own right any term of this Agreement,
provided always that the organisation and West London Business may rescind, vary or terminate this
Agreement without the consent of the organisation. West London Business accepts that the burden of this
Agreement lies solely with the organisation, and it shall not be entitled to bring any claim relating to this
Agreement against the organisation (save to the extent such claims cannot be restricted by law).
8.2 A person or entity which is not a party to this Agreement, other than the organisation, shall not be
entitled to the benefit of this Agreement nor to enforce any rights under the Agreement 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.
8.3 If a party to this Agreement commits a material breach of the Agreement and, in the case of such
breach being capable of remedy, does not remedy such breach within seven working days of being given
notice in writing specifying the breach and requiring its remedy, the other party may, without prejudice to
any other rights or remedies, terminate the Agreement with immediate effect by giving written notice to the
party in breach.
8.4 In no event shall either party shall be liable for any punitive, incidental or consequential damages in any
action arising from or related to this Agreement, 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 or whether such party has been advised of the possibility of such damages. In no
event shall either party’s liability under this Agreement (except the organisation’s obligations to pay the
Membership Fee under clause 2, which are additional to the following liability cap), or otherwise in
connection with this Agreement, exceed an amount equal to the Membership Fee.
8.5 Neither party shall be liable for any delay or failure to fulfil its obligations here under that results 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.
8.6 Nothing in this Agreement is intended to create a joint venture, partnership, agency, or franchise
relationship between the parties. Neither party has any right or power to bind the other or to assume or
create any obligations on behalf of the other party.
8.7 Any amendment to this agreement, including any annex, shall be by supplementary written agreement between the parties. A verbal agreement shall not be binding on the parties.
8.8 This agreement shall be governed by and interpreted in accordance with the laws of England