TERMS AND CONDITIONS OF MEMBERSHIP
1. Definitions and Interpretation
1.1 In these terms and conditions (the “Terms and Conditions”) the following words and phrases shall have the following respective meanings unless the context requires otherwise:
1.1.1 “Application Form” means the membership form submitted by the Member to Future Factory.
1.1.2 “Authorised Person” means the individual named on the Application Form by the Member (or as subsequently notified by the Member to Future Factory in writing) as having authority to act on behalf of the Member for all purposes under the Contract.
1.1.3 “Conditions” means these terms and conditions as amended from time to time in accordance with clause 11.2.
1.1.4 “Contract” means the contract between Future Factory and the Member for the supply of Services in accordance with these Conditions.
1.1.5 “Future Factory” means The Future Factory Training Limited incorporated and registered in England and Wales with VAT number 283955556, company number 10956972 and whose registered office is at 2a Wrotham Business Park, Barnet, Hertfordshire EN5 4SZ.
1.1.6 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.1.7 “Masterclass” means a bespoke training course provided by Future Factory.
1.1.8 “Member” means the person who purchases Services from Future Factory.
1.1.9 “Membership Fees” means the fees charged by Future Factory and payable by the Member for the Services (as set out in the Application Form or otherwise as told to you over the telephone or told to you in the course of email exchanges).
1.1.10 “Order” means a Member’s order for Services which is additional to the Services set out in the initial Application Form.
1.1.11 “Services” means the Masterclass and any other services provided by Future Factory to the Member as set out in the Application Form or any subsequent Order (as the case may be).
1.1.12 “Specification” means the description of the Services provided in writing by Future Factory to the Member.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(c) Except where expressly stated, a reference to a party shall include that party's personal representatives (if applicable), successors and permitted assigns
(d) 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.
(e) A reference to writing or written includes fax and email.
2.1 The Application Form (and any Order) constitutes an offer by the Member to purchase Services in accordance with these Conditions.
2.2 Future Factory Training has an absolute discretion to accept or reject any Application Form (and any Order).
2.3 The Application Form (and any Order) shall only be deemed to be accepted when Future Factory issues written acceptance of the Application Form (and any Order) at which point and on which date the Contract shall come into existence (Commencement Date).
2.4 The Contract shall commence on the Commencement Date and shall, subject to any earlier termination in accordance with these Conditions, expire on the date falling twelve months after the Commencement Date (the Term). The parties may extend the Term by mutual agreement.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any descriptive matter or advertising issued by Future Factory are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.7 The membership includes a place at one Masterclass selected by the Member as set out in the Application Form. Future Factory may notify the Member of other services which become available to the Member during the Membership term. Any offer to purchase such additional services constitutes an Order by the Member and may be accepted by Future Factory in accordance with clause 2.3.
2.8 Membership is personal to the Member and cannot be transferred to any third party or otherwise transferred without the written permission of Future Factory. Future Factory may transfer, assign or subcontract its rights and obligations under these Conditions.
2.9 Future Factory Training is entitled to act on instructions received from an Authorised Person as if they were instructions received directly from the Member.
3. Supply of Services
3.1 Subject to the provisions of this clause 3, Future Factory shall supply the Services to the Member in accordance with the Specification in all material respects.
3.2 Future Factory reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Future Factory shall notify the Member in any such event.
3.3 Future Factory may alter the venue or the date of any Masterclass at any time, and Future Factory shall notify the Member in any such event.
3.4 Future Factory may cancel any Masterclass by giving the Member written notice, in which case the Member may transfer to an alternative Masterclass; or attend the same Masterclass at a later date, in each case provided that such date is within the Term and subject to availability. Where the next available alternative Masterclass falls after the Term has come to an end, Future Factory may at its discretion extend the Term for up to an additional six months to allow the Member to attend the same or an alternative Masterclass during such extension period.
3.5 Future Factory warrants to the Member that the Services will be provided using reasonable care and skill.
4. Charges & Payments
4.1 The Member shall pay the Membership Fees in full without any discount, deduction, set‐off or abatement whatsoever within 28 days from the date of the invoice. If the Member fails to make payment within this period then, without limiting any other right or remedy available to Future Factory may:
4.1.1 freeze the Member’s membership and withdraw the continuation of Services to the Member;
4.1.2 at its discretion withhold any information relating to any Masterclass and/or refuse the Member entry to the Masterclass unless and until all fees due to Future Factory are paid in full. If any fees due to Future Factory are not paid in full by the date of the Member’s chosen Masterclass, Future Factory shall be entitled to retain any part payment which it has received;
4.1.3 Cancel the membership. Where such cancellation of membership occurs, Future Factory cannot guarantee a former Member will be successfully re‐admitted as a Member at any time following cancellation.
4.2 The Membership Fees are non-refundable.
4.3 The Membership Fees do not include accommodation or travel costs. These are the responsibility of the Member. Members are responsible for the cost of gratuities that might include use of leisure facilities available at the venue where the Masterclass is being held, parking, wine with meals (where applicable) and other items not planned such as non-Future Factory arranged dining, mini-bar, other refreshments and telephone calls.
4.4 All amounts payable by the Member under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Future Factory to the Member, the Member shall, on receipt of a valid VAT invoice from Future Factory, pay to Future Factory such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
4.5 If the Member fails to make a payment due to Future Factory under the Contract by the due date, then, without limiting Future Factory's remedies under these Conditions, the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 4.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5. Member obligations
5.1 The Member shall and shall ensure that its employees who attend the Masterclass:
5.1.1 comply with all applicable laws, including health and safety laws;
5.1.2 comply with all health and safety directions and requirements, as well as any rules or regulations relating to security or other requirement of Future Factory or of the location where the Masterclass is being undertaken that are notified to the Member whether orally or in writing;
5.1.3 co-operate with Future Factory in all matters relating to the Services;
5.1.4 provide the Future Factory with such information as Future Factory may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5.1.5 comply with any additional obligations as set out in the Specification; and
5.1.6 act in a proper and professional manner.
5.2 If Future Factory's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Member or failure by the Member to perform any relevant obligation (Member Default):
(a) without limiting or affecting any other right or remedy available to it, Future Factory shall have the right to suspend performance of the Services until the Member remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations in each case to the extent the Member Default prevents or delays Future Factory's performance of any of its obligations;
(b) Future Factory shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from the Future Factory's failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Member shall reimburse Future Factory on written demand for any costs or losses sustained or incurred by Future Factory arising directly or indirectly from the Member Default.
5.3 The Member must notify Future Factory immediately if the Member is not able to attend a selected Masterclass, and with the written agreement of Future Factory, the Member may transfer to an alternative Masterclass being held during the Term subject to availability. Future Factory shall not consent to the transfer to any other Masterclass unless written notice of such proposed transfer is provided by the Member to Future Factory at least ninety days prior to the relevant Masterclass event date.
5.4 With Future Factory’s prior written approval, the Member may change the individual(s) who are due to attend the Masterclass provided that the individual(s) is of similar standing in terms of business and financial responsibility, and who is also employed by the Member.
6. Intellectual Property
6.1 Future Factory is the owner or the licensee of all Intellectual Property Rights in the material published on its website and the course materials provided or used in the Masterclasses. Those works are protected by copyright law, and any modification of the paper or digital copies of any materials the Member has printed off or downloaded is not permitted.
6.2 Save with the written permission of Future Factory the Member must not use: the material published on its website or the course materials provided or used in the Masterclasses. These works are protected by copyright laws. All such rights are reserved.
7.1 Future Factory reserves the absolute right to terminate the Contract with immediate effect in the following circumstances:
7.1.1 where a Member commits a serious or repeated breach of these Conditions and the breach, if capable of remedy, is not remedied within 5 days of being notified by Future Factory to remedy the breach;
7.1.2 if any part of the Membership Fees remain unpaid by the due date for payment.
8. Consequences of termination
8.1 On termination of the Contract the Member shall immediately pay to Future Factory all of the Member's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Future Factory shall submit an invoice, which shall be payable by the Member immediately on receipt.
8.2 For the avoidance of doubt, in the event of termination, no Membership Fees shall be refunded to the Member.
8.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
8.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
9. Liability – Your particular attention is drawn to this clause which limits liability of Future Factory.
9.1 Future Factory does not limit its liability for death or personal injury caused by its negligence or that of its employees.
9.2 Subject to clause 9.1, Future Factory’s liability whether arising from negligence, tort, breach of contract or other obligation or duty is limited to the amounts that the Members have paid in Membership Fees and Members are responsible for making their own arrangements for the insurance of any excess loss.
9.3 Subject to clause 9.1, Future Factory will not have any liability to the Member for any claim to the extent that such claim is or can be characterised as a claim for (or arising from): (i) loss of revenue or profits; (ii) loss of business opportunity or loss of contracts; (iii) loss of goodwill or injury to reputation; (iv) indirect, consequential or special loss or damage; or (v) anticipated savings.
9.4 Future Factory shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.1 Except to the extent set out in this clause 10, or where disclosure is expressly permitted elsewhere in these Conditions, Future Factory shall:
(a) treat all confidential information that Future Factory holds in relation to the Member as confidential applying the same security measures and degree of care to the confidential information as Future Factory applies to its own confidential information; and
(b) not disclose the Member’s confidential information to any other person without the Member’s prior written request
10.2 Clause 10.1 shall not apply to the extent that:
(a) such information is or becomes generally available to the public (other than as a result of its disclosure by Future Factory or its representatives in breach of these terms and conditions agreement), or;
(b) was available to Future Factory on a non‐confidential basis prior to disclosure by the Member; or
(c) was, is or becomes available to Future Factory on a non‐confidential basis from a person who, to Future Factory’s knowledge, is not bound by a confidentiality agreement with the Member or otherwise prohibited from disclosing the information to Future Factory;
(d) was lawfully in the possession of Future Factory before the information was disclosed to it by the Member as evidenced by written records; or
(e) the parties agree in writing is not confidential or may be disclosed.
10.3 Future Factory may disclose the confidential information only to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Member as much notice of such disclosure as possible.
11.1 Third Party Rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.2 Variation. Future Factory may vary the Conditions from time to time and will notify Members in writing in advance 14 days prior to such variation.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified by that party from time to time.
(b) Any notice [or communication] shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.3(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
11.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.