Terms & conditions

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

                  (http://www.westlondon.com/);

                  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. Branding

         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. Copyright

         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. Confidentiality

         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. General

         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

         and Wales.