Membership Terms and Conditions.
1 Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“CBA” means The National Association of Master Bakers Limited t/a Craft Bakers Association, registered in England and Wales with company number 04196498.
“Commencement Date” has the meaning given in clause 2.4.2.
“Conditions” these terms and conditions as amended from time to time in accordance with clause 14.5.
“Contract” the contract between CBA and the Member for the supply of Services in accordance with these Conditions.
“Member Default” has the meaning set out in clause 4.2.
“Member” means the person or firm who purchases the Services from CBA.
“Membership Fee” the subscription fee for the Services, as set out in the Membership Form and in accordance with clause 5.
“Membership Form” means the supplementary application form for membership of the CBA, which incorporates these Conditions.
“Services” the membership services and benefits supplied by CBA to the Member, details of which are available at: https://www.craftbakersassociation.co.uk/my-cba/member-benefits/.
1.2 Interpretation:
1.2.1 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.
1.2.2 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.
1.2.3 A reference to writing or written includes fax and email.
2 Membership contract
2.1 These Conditions, together with the Membership Form, form the basis of the Contract through which CBA will deliver the Services to the Member. Any definition of CBA in these Conditions may, at CBA’s discretion (and upon notice to the Member) also refer to any and all of CBA’s designated subsidiaries, affiliates, partners, licensees, franchisees and/or any other connected entities as may be notified to the Member from time to time.
2.2 The Member should read these Conditions carefully before applying to become a Member of CBA. In consideration of CBA accepting the Member’s application and enabling it to access the Services, the Member agrees to be bound by these Conditions. The Member’s attention is particularly drawn to the limitations and exclusions of liability set out in clause 11.
2.3 When a Member submits the Membership Form online, by post or by email, the Member makes an offer to subscribe to and receive the Services in accordance with these Conditions.
2.4 CBA’s acceptance of the Member’s offer will take place when:
2.4.1 payment of the Membership Fee has been received by CBA in full, or (at CBA’s discretion) alternative payment instructions have been verified including, but not limited to, payments via quarterly or monthly instalments across the Subscription Period via a continuous payment authority or direct debit; and
2.4.2 CBA confirms in writing (usually by e-mail or letter) its acceptance of the Member’s application to become an official Member, at which point the Contract will come into existence on these Conditions between the Member and CBA (the “Commencement Date”).
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 law, trade custom, practice or course of dealing.
2.6 CBA reserves the right to refuse any Membership Form at its complete discretion. If CBA refuses a Membership Form, it will inform the Member of its decision to do so as soon as reasonably practicable.
3 Membership services
3.1 Subject to any early cancellation or termination rights in accordance with these Conditions, membership will start on the Commencement Date and will last for a period of 12 months from and including that date when it shall terminate, subject to clause 8 (“Subscription Period”).
3.2 CBA shall supply the Services to the Member as detailed at: https://www.craftbakersassociation.co.uk/my-cba/member-benefits/. Other services to be supplied may be agreed between the parties from time to time.
3.3 All updates and membership information will be sent via email and/or post. Communications will be sent to the Member at the email or postal address specified in the Membership Form. CBA accept no responsibility or liability if the Member does not update the details specified in the Membership Form with its current email and/or postal address.
3.4 CBA reserves the right to amend the Services 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 CBA shall notify the Member in any such event.
4 Member’s obligations
4.1 The Member shall:
4.1.1 ensure that the details in the Membership Form are complete and accurate;
4.1.2 co-operate with CBA in all matters relating to the Services;
4.1.3 provide CBA with such information and materials as CBA may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
4.2 If CBA’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”):
4.2.1 without limiting or affecting any other right or remedy available to it, CBA 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 CBA’s performance of any of its obligations;
4.2.2 CBA shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from CBA’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Member shall reimburse CBA on written demand for any costs or losses sustained or incurred by CBA arising directly or indirectly from the Member Default.
4.3 All Members must conduct themselves, both publicly and privately, in a professional manner and not do anything, or permit anything to be done, that may cause any harm or loss to CBA’s goodwill, reputation or professional standing.
5 Membership fees
5.1 Membership Fees can be paid in one of the following ways:
5.1.1 by one-off or annual payment;
5.1.2 quarterly instalments by continuous payment authority or direct debit; or
5.1.3 monthly instalments by continuous payment authority or direct debit.
5.2 Before a membership can be accepted, CBA must receive payment of the Membership Fee in full (by credit/debit card or bank transfer), or the Member must have consented to and confirmed their consent to a continuous payment authority in favour of and exercisable by CBA on a quarterly or monthly basis, as the case may be. If the Membership Fee is to be paid by direct debit, the Member must have successfully set up a direct debit instruction on a UK bank account in favour of CBA.
5.3 By opting to pay the Membership Fee by quarterly or monthly instalments, the Member consents to and authorises CBA to automatically take payments from the Member’s credit/debit card on a recurring basis at the beginning of each quarter or month. The Member can withdraw its consent to CBA taking automatic payments at any time upon notification to CBA, however any such withdrawal / cancellation will be subject to these Conditions.
5.4 CBA may update the Membership Fees and payment terms set out within these Conditions at any time, upon reasonable prior notice to the Member.
5.5 The Membership Fee is fixed during the term of the Subscription Period; CBA may increase such fees on renewal in accordance with clause 8. If CBA discover an error in the price of a membership, CBA will inform the Member as soon as is reasonably possible.
5.6 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 CBA to the Member, the Member shall, on receipt of a valid VAT invoice from CBA, pay to CBA 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 (if applicable).
5.7 If the Member fails to make a payment due to CBA under the Contract by the due date, then, without limiting CBA’s remedies under clause 12, the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 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%.
5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.9 If a Member withdraws its consent to a continuous payment authority in favour of CBA or has a direct debit instruction cancelled during the Subscription Period, the Member shall be liable to pay CBA immediately in full for the outstanding amount of the Membership Fee, by an alternative payment method.
e.g if a Member has opted to pay its Membership Fee by 12 monthly instalments and that Member withdraws its consent to a continuous payment authority or direct debit instruction after 4 monthly instalments have been paid, it will remain liable to immediately pay the sum of the remaining 8 monthly instalments (the outstanding Membership Fee) by an alternative payment method.
6 Payments
6.1 The Member can opt to pay the Membership Fee by one-off or annual payment or by way of quarterly or monthly instalments via a continuous payment authority.
6.2 If a Member wishes for its Membership Fee to be paid by way of quarterly or monthly instalments, payment will be automatically taken by CBA on the relevant dates through the Members credit/debit card, in accordance with the Member’s explicit consent and instructions to do so.
6.3 The Member agrees that its membership is for the entire Subscription Period, even if the Member is paying its Membership Fee by way of instalments.
6.4 CBA will attempt to collect payments on the agreed date(s). If, for any reason, the first attempt at collecting an instalment is unsuccessful, CBA will make two further attempts to collect it over the following three days. If CBA still cannot collect payment, the Member shall have to pay the relevant instalment by an alternative payment method. Should CBA be unsuccessful in receiving that payment, CBA reserves the right to suspend the Member’s membership until such payment is made.
7 Cancellations and refunds
7.1 A Member may cancel its membership at any time. However, if this right is exercised, the Member agrees that it will be liable to pay CBA the Membership Fee for the entire Subscription Period and there will be no refund due to the Member of its Membership Fee or any other costs. The Member agrees that any element of payment for the Subscription Period which is outstanding when the Member cancels its Membership shall be immediately recoverable by CBA as a debt (by whatever means and whether by CBA or via any other individual or entity, determined by CBA at its complete discretion).
8 Renewal of membership
8.1 Prior to the end of the Subscription Period, CBA will send the Member reminders that its membership is due for renewal; those reminders will specify the amount of the Membership Fee on renewal.
8.2 If a Member has authorised payment of its Membership Fee by quarterly or monthly continuous payment authority or direct debit and would like to cease to be a Member at the end of the Subscription Period, the Member should notify CBA that it no longer wishes to be a Member. If the Member fails to notify CBA that it no longer wishes to be a Member at the end of the Subscription Period, the CBA 6 shall continue to take payments and will treat such payments as payments towards a renewed membership.
8.3 If a Member has paid its Membership Fee in full at the start of the Subscription Period by one-off or annual payment (rather than by quarterly or monthly instalments), then it will need to actively renew its membership and pay a new Membership Fee on or before the date on which its membership is due for renewal, otherwise the membership will lapse.
8.4 The Member’s entitlement to renew its membership is subject always to payment of the applicable Membership Fee and the Member’s continued compliance with these Conditions.
9 Intellectual property rights
9.1 The copyright and all other intellectual property rights of all information, content and material on CBA’s website belongs to CBA and its licensors and it may not be reproduced in any way without CBA’s prior written consent. The Member is responsible for taking any security measures necessary when using the website (for example, by keeping any login details secure). The Member agrees to abide by all copyright notices and restrictions imposed by CBA from time to time. Links to third party websites are provided for the convenience of the Members only and CBA is not responsible in any way for and has no liability in respect of the content or operation of such websites or the associated organisations.
9.2 The CBA make no representations that any information on its website is accurate, up to date or complete. The Member should independently verify any information before relying on it. Any communications made by any Member or non-member of CBA on the website or in any other form of media or forum (including any verbal, written and non-verbal communications) is the view of that individual alone and not of CBA.
10 Data protection
10.1 By entering into these Conditions the Member acknowledges that CBA will collect and process relevant personal data as necessary for the performance of these Conditions on the basis set out in CBA’s Privacy Policy in force from time to time, which is available on its website at: https://www.craftbakersassociation.co.uk/privacy-policy/.
11 Limitation of liability
11.1 References to liability in this clause 11 includes every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in this clause 11 shall limit the Member’s payment obligations under the Contract. 7
11.3 Nothing in the Contract limits any liability which cannot legally be limited, including, but not limited to, liability for:
11.3.1 death or personal injury caused by negligence; and
11.3.2 fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.3, CBA’s total liability to the Member for all losses or damages arising under or in connection with the Contract shall not exceed the Membership Fee.
11.5 Subject clause 11.3, the following types of loss are wholly excluded:
11.5.1 loss of profits;
11.5.2 loss of sales or business;
11.5.3 loss of agreements or contracts;
11.5.4 loss of anticipated savings;
11.5.5 loss of use or corruption of software, data or information;
11.5.6 loss of or damage to goodwill;
11.5.7 indirect or consequential loss; and
11.5.8 any loss occurring through the Member’s misuse of CBA’s website or any other part of the Services in any way (including the Member undertaking any inappropriate, unlawful or immoral activity and/or any activity which could harm CBA and/or bring CBA’s reputation or that of its members, officers or employees, into disrepute).
11.6 This clause 11 shall survive termination of the Contract.
12 Termination
12.1 Without affecting any other right or remedy available to it, CBA may terminate the Contract with immediate effect by giving written notice to the Member if:
12.1.1 in CBA’s sole opinion, the Member commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of being notified in writing to do so;
12.1.2 the Member becomes bankrupt or insolvent, or bankruptcy and/or insolvency proceedings are instigated against it; or
12.1.3 the Member fails to make any payment to CBA on the date on which it falls due and payable in accordance with these Conditions and/or the Membership Form and/or within seven days of CBA reminding the Member that payment is due. 8
12.2 If CBA needs to immediately terminate the Member’s membership, or suspend its access to any of the Services, for any of the reasons set out in this clause 12, CBA will inform the Member of its decision to do so as soon as reasonably practicable.
13 Consequences of termination
13.1 If CBA terminates the Member’s membership for any of the reasons set out in clause 12 above:
13.1.1 the Member’s right to use CBA’s website, any intellectual property of CBA and the Services shall cease with immediate effect, and CBA may take all steps as it considers necessary to implement this (including, without limitation, terminating the Member’s access to and use of any membership only areas of CBA’s website and Services and invalidating any relevant access details);
13.1.2 the Member shall not hold itself out as being a member of CBA; and
13.1.3 the Member shall immediately pay to CBA all of CBA’s outstanding unpaid fees (including the Membership Fee) and interest due in accordance with these Conditions; and
13.2 Termination for whatever reason of these Conditions shall not affect:
13.2.1 any rights, liabilities or obligations which accrued before such termination (including without limitation the right to claim damages in respect of any breach of the Conditions which existed at or before the date of termination); and 13.2.2 any right to payment of fees.
13.3 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.
14 General
14.1 Force majeure. Neither party shall 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 (“Event”). For the purposes of this clause, an Event includes, but is not limited to, fire, explosion, storm, flood, earthquake, subsidence, epidemic or pandemic including, but not limited to, severe acute respiratory syndrome coronavirus 2 (SARS-CoV2) which causes COVID-19, and in each case, any effects arising from or in connection with the same including, but not limited to, any actions, recommendations, announcements or restrictions, related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) which affects a party’s performance of the Contract, any widespread communicable or contagious disease, natural disaster, strikes or industrial action by third parties, government action or restrictions, terrorist attack or threat of such attack, war (whether declared or not) or warlike operations, civil commotion, riot, invasion or failure of public or private power. 9
14.1.1 As soon as reasonably practicable after the start of the Event, the affected party shall notify the other of the Event and the likely effects of the Event on its ability to perform any of its obligations under this Contract.
14.1.2 If an Event is prevailing or predicted at the date of this Contract, the affected party will be entitled to relief under clause 14.1 only if at the date of this Contract, it had good reason to believe that it would be able to perform its obligations under this Contract notwithstanding the Event.
14.1.3 This clause 14 does not excuse a party from paying sums due under this Contract.
14.2 Assignment and other dealings.
14.2.1 CBA may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.2.2 The Member shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of CBA.
14.3 Confidentiality.
14.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Members, clients or suppliers of the other party, except as permitted by clause 14.3.2.
14.3.2 Each party may disclose the other party’s confidential information:
14.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and
14.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.4 Entire agreement.
14.4.1 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.
14.4.2 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 10 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.
14.5 Variation. CBA reserves the right to vary these Conditions from time to time. If the CBA varies or updates these Conditions, it will post a revised version of the Conditions on its website. CBA will also e-mail the Member with information on those changes.
14.6 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.
14.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 14.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.8 Notices.
14.8.1 Unless otherwise expressly stated in these Conditions, all notices from the Member to CBA should be sent by post (recorded delivery only) to CBA’s Membership Department at 21 Baldock Street, Ware, Hertfordshire, SG12 9DH or directed to: info@craftbakersassociation.co.uk. The CBA may send any notice to the Member under these Conditions by email or by first class or second class post to the email address and/or postal address that it holds on file for the Member.
14.8.2 Any notice shall be deemed to have been received:
14.8.2.1 if delivered by hand, at the time the notice is left at the proper address;
14.8.2.2 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; or
14.8.2.3 if sent by 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 14.8.2.3, 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.
14.8.3 This clause 14.8 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.
14.9 Third party rights.
14.9.1 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.
14.10 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.
14.11 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.