Membership Terms and Conditions
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
BAFA: the British Accounting and Finance Association, a charitable unincorporated association registered in England and Wales with charity number 299527 and whose principal address is at Portsmouth Technopole, Kingston Crescent, Portsmouth PO2 8FA.
BAFA Special Interest Groups and Regional Groups: the various special interest groups, regional groups and other sub-groups as may be established from time to time by BAFA to which Members may be eligible to join.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Member for entrance fees, subscriptions and the supply of the Membership Services in accordance with clause 5 (Charges and payment).
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.4.
Controller: has the meaning set out in article 4 of GDPR.
Data Subject: an individual who is the subject of Personal Data.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, 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.
GDPR: The General Data Protection Regulation (EU) 2016/679.
Membership terms: the contract between BAFA and the Member for the supply of Membership Services in accordance with these Conditions.
Member: the individual or organisation applying for membership.
Member Default: has the meaning set out in clause 4.2.
Membership Services: the membership and associated services supplied by BAFA to the Member as set out in any description or specification of the Membership Services provided in writing by BAFA to the Member.
Membership: membership of BAFA.
Personal Data: has the meaning set out in GDPR as amended and relates only to personal data, or any part of such personal data, in respect of which the Member is the Data Subject and in relation to which BAFA is providing Services under the Membership terms.
Privacy Policy: BAFA’s privacy policy governing the use of personal data which can be accessed at the following link http://www.bafa.ac.uk/privacy.html
Processing, Processor and process: have the meaning set out in article 4 of GDPR.
1.2 Interpretation:
1.3 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.
1.4 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.
1.5 A reference to writing or written includes email.
2. Basis of contract
2.1 The submission of an application for membership constitutes an offer by the Member to purchase Membership from BAFA in accordance with these Conditions.
2.2 The application for Membership shall only be deemed to be accepted the Member has paid the Charges, at which point the contract shall come into existence (Commencement Date).
2.3 Any matter or advertising issued by BAFA, and any descriptions or illustrations contained in BAFA's website, are issued or published for the sole purpose of giving an approximate idea of the benefits of Membership described in them. They shall not form part of the Contract or have any contractual force.
2.4 The following documents form part of the Contract:
(a) The Constitution of BAFA
(b) The Constitutions of the BAFA Special Interest Groups and Regional Groups (to the extent the Member chooses to join any such Groups)
(c) The online application form submitted by the Member
The above documents shall apply as amended from time to time. To the extent that above documents (a) - (c) conflict with these Conditions, these Conditions shall prevail.
3. Membership
3.1 BAFA shall supply the Membership to the Member.
3.2 BAFA shall use all reasonable endeavours to meet any performance dates specified but any such dates shall be estimates only and time shall not be of the essence.
3.3 BAFA reserves the right to amend these Conditions if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect these Conditions or the nature or quality of the Membership, and BAFA shall notify the Member in any such event.
4. Member's obligations
4.1 The Member shall:
(a) ensure that their application form is complete and accurate;
(b) comply with BAFA bye laws, articles of association and professional code of conduct in force from time to time;
(c) co-operate with BAFA in all matters relating to the Membership;
(d) provide BAFA with such information as BAFA may reasonably require in order to supply the Membership, and ensure that such information is complete and accurate in all material respects; and
(e) comply with all applicable laws.
4.2 In the event of any act or omission by the Member or failure by the Member to perform any relevant obligation under Membership terms (Member Default):
(a) without limiting or affecting any other right or remedy available to it, BAFA shall have the right to suspend Membership or the performance of the Membership 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 BAFA's performance of any of its obligations;
(b) BAFA shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from BAFA's failure or delay to perform any of its obligations as set out in this clause 4.2.
5. Charges and payment
5.1 The Charges and requirements for payment are those set out on BAFA’s website as amended from time to time or communicated to the Member in writing by BAFA. Entrance fees, subscription fees and any other charges may change from time to time.
5.2 The Member shall pay all Charges due to BAFA in respect of their Membership:
(a) on demand; and
(b) time for payment shall be of the essence of the Membership terms.
5.3 All amounts due under the Membership terms 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).
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Membership (other than Intellectual Property Rights in any materials provided by the Member) shall be owned by BAFA.
6.2 The Member grants BAFA a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Member to BAFA for the purpose of providing Membership to Members, such licence shall include, for the avoidance of doubt, permission to BAFA to circulate to or otherwise make available to its Members any conference papers or abstracts provided by the Member in response to any invitation from BAFA to submit such papers or abstracts.
7. Data protection and data processing
7.1 When a Member submits personal data to BAFA, whether pursuant to these Conditions, via BAFA’s website or by any other means then the Privacy Policy will apply. To the extent the Privacy Policy and these Conditions conflict, these Conditions shall prevail.
7.2 The Member and BAFA acknowledge that for the purposes of GDPR, BAFA is the Controller and Processor in respect of any Personal Data provided by the Member.
7.3 BAFA shall process the Personal Data only in accordance with the Privacy Policy and shall not process the Personal Data for any purposes contrary to an express instruction by the Member.
7.4 BAFA shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
7.5 BAFA will process the Personal Data in compliance with GDPR.
7.6 BAFA warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be; and
(b) take reasonable steps to ensure compliance with those measures.
7.7 BAFA may authorise a third party (subcontractor) to process the Personal Data, including, for the avoidance of doubt, any freelance administrators and book keepers engaged by BAFA in order to assist with BAFA’s internal administration, provided that the subcontractor's contract is on terms which are substantially the same as those set out in the Membership terms.
8. Limitation of liability: THE MEMBER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1 Nothing in the Membership terms shall limit or exclude BAFA's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, BAFA shall not be liable to the Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Membership terms for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; or
(g) any indirect or consequential loss.
8.3 This clause 8 shall survive termination of this agreement.
9. Duration and termination
9.1 The duration of the Membership terms is the period of 12 months commencing on the Commencement Date and ending on the first anniversary of the Commencement Date (the Membership Period). The Membership terms will terminate automatically without notice at the end of the Membership Period (or any renewal thereof) unless the Member has renewed the Membership terms for a further period of 12 months in such terms as BAFA may require and the Member has paid any Charges applicable on renewal of Membership as BAFA may determine from time to time.
9.2 The Member may terminate the Membership terms at any time by giving notice in writing to BAFA. Any Charges are not refundable if the Membership terms are terminated.
9.3 Without affecting any other right or remedy available to it, BAFA may terminate the Membership terms with immediate effect by giving written notice to the Member if the Member party commits a material breach of any term of Membership (including any failure to pay the Charges when due) and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
9.4 BAFA may give written notice to the Member to terminate this agreement at the end of the Membership Period.
10. Consequences of termination
10.1 On termination of Membership the Member shall immediately pay to BAFA all of BAFA's outstanding unpaid invoices and, in respect Charges incurred but for which no invoice has been submitted, BAFA shall submit an invoice, which shall be payable by the Member immediately on receipt.
10.2 Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination.
10.3 Any provision of the Membership terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Membership terms shall remain in full force and effect.
11. General
11.1 Force majeure. Neither party shall be in breach of the Membership terms nor liable for delay in performing, or failure to perform, any of its obligations under the Membership terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) BAFA 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 Membership terms.
(b) The Member shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Membership terms without the prior written consent of BAFA.
11.3 Entire agreement.
(a) The Membership terms constitutes the entire agreement between the parties with regard to Membership 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 Membership terms 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 Membership terms.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.4 Variation. Except as set out in these Conditions, no variation of the Membership terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver. A waiver of any right or remedy under the Membership terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Membership terms 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 Membership terms 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 Membership terms 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 Membership terms.
11.7 Third party rights. Unless it expressly states otherwise, the Membership terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Membership terms.
11.8 Governing law. The Membership terms, 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.
11.9 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 Membership terms or its subject matter or formation.