Terms of Use
TERMS OF MEMBERSHIP (“AGREEMENT”)
1. WHO YOU ARE AND GENERAL NOTICES TO YOU 1.1 You are a potential/actual memberof the membership programme (called the “Scheme”) as described in thisdocument. If you enrol in the Scheme (called “Membership”) you will become a member of the Scheme (called a “Member”). 1.2 Importantly, a Member must be a human person who is: 1.2.1 an adult (i.e. aged 18 and over); or 1.2.2 enrolled with an adult’s express approval or on behalf of that adult at his/her express instruction. 1.3A person who does not qualify as described in paragraph 1.2, isprohibited from becoming or being a Member. Any person who becomes aMember (or purports to do so), makes a statement, upon which we are entitled to rely, that that person is aged 18 years or older or is acting at the express instruction or with the express authority or approval of an adult. 1.4 A person may not become a Member unless they are based in the United Kingdom, as this is the area we service. A Member must have a postal address in the United Kingdom. Any person becoming a Member makes a statement, upon which we are entitled to rely, that that person is, and will continue to be, based in the United Kingdom and that that person will supply a postal address in the United Kingdom. 1.5 All general notices from us to Members will be displayed on the Scheme website from time to time or sent by email or letter. 2. MEMBER BENEFITS 2.1A Member is entitled to access discounts and/or other benefits on certain products and services offered by vendors/providers participating in the Scheme (and we call these discounts and/or otherbenefits, “Benefits”). Benefits are set out on the Scheme website,although some Benefits may not be available in all areas. Please seebelow for limitations. 2.2 Any products or services purchased(taking into account Benefits or otherwise) must be purchased directlyfrom the product or service vendors/providers. We do not supply, offeror charge for products or services (other than Membership which is aservice which provides access to discounts, offers and promotions inrespect of those products and services of third partyvendors/providers.) 3. ACCEPTANCE AND TERM OF MEMBERSHIP 3.1You (or a Member) indicate acceptance of these Terms of Membership andagreement to pay the relevant charges by clicking the “YES” button onthe Scheme enrolment page or by otherwise using the Scheme’s website.Once this button is clicked there is a legally binding contract between the Member and us in the terms of these Terms of Membership (i.e. thisAgreement). 3.2 Membership starts from the time we notify you of your Membership number. 3.3 Membership lasts until your Membership terminates as detailed in paragraph 6. 4. MEMBERSHIP RULES 4.1 Only one Member is permitted per household per 12-month period. 4.2 Membership is non-transferable. 4.3Only a Member and that Member’s Immediate Family may use the Membership(and “Immediate Family” means the Member, his/her spouse or partner andchildren living at the Member’s home.) 4.4 Benefits are not for resale. 4.5 A Member must promptly notify us on becoming aware of any unauthorised use the Membership number. 4.6If a Member is offered the opportunity to claim a gift in connectionwith enrolment in the Scheme, this is limited to one gift per Memberand, depending upon the offer agreed to, a Member claiming this giftmay be required to be an active member of the Scheme at the time thegift claim is processed. 5. MEMBERSHIP RENEWAL Unless aMember notifies us he/she wishes to terminate this Agreement (i.e.cancelling Membership) by following the instructions in paragraph 6,that Member’s Membership will be renewed automatically and that Memberwill be charged the then-current Membership Fee, which will appear onthat Member’s monthly billing statement. 6. TERMINATION OF MEMBERSHIP AND RIGHTS TO CANCEL 6.1 A Member may terminate this Agreement (i.e. cancel Membership) at any time by: 6.1.1 Calling us or emailing us on the telephone number listed on the Scheme website; or 6.1.2 By notifying us in writing at: Adaptive Affinity Limited, PO Box 587, Edgware, HA8 4DX 6.2We reserve the right to terminate this Agreement (i.e. cancel Membership) at any time and for any reason. If we do this, we will re-credit to the relevant Member’s account any sum deducted by us fromthe Member’s credit card in respect of any period of Membership forwhich the Member has paid but which the Member will not benefit frombecause we have terminated this Agreement (pro rata if necessary inrespect of time and payment). We will do this as soon as possible butin any event within 30 days of termination. We will not be obliged to offer any additional compensation for disappointment suffered orotherwise. 6.3 Termination of this Agreement (and cancellationof Membership) will be effective within 1 business day (in London, UK)of the receipt by us of the Member’s cancellation request or our noticeto the Member. 6.4 On termination: 6.4.1 If the termination is within the Trial Period (as to which please see paragraph 7.1 below), then no Membership Fees will have been payable and no Membership Fees will be payable by the Member; 6.4.2 Ifthe termination is at any time after the Trial Period, then the Memberwill not owe any further Membership Fees other than what has already been payable (and the Member will not be entitled to refund of any pastfees charged to the Member’s account). 7. MEMBERSHIP FEES 7.1A Member is entitled to a trial period (the “Trial Period”). A Membercan cancel Membership at any time during the Trial Period and will owe us nothing. 7.2 After the Trial Period, a monthly Membership fee(i.e. the “Membership Fee”), payable in advance, will be automatically charged by a direct charge to the billing source authorised by theMember. 8. WARRANTIES, BENEFITS & DISCLAIMERS 8.1 We will at all times carry out our obligations under this Agreement with reasonable care and skill. 8.2The Benefits have been designed for Members in the United Kingdom only(and in certain cases within certain locales of the United Kingdom).Not all Benefits will be available therefore to all Members. 8.3We are constantly seeking new benefits for Members from providers.Accordingly, the Benefits are continually changing and we do not andcannot represent or warrant that any particular Benefits will beavailable at any particular time. We reserve the right to eliminate,add, change and substitute Benefits from time to time without notice toany or all Members. 8.4 A Member agrees that we are notresponsible or liable for any Benefits provided by providers and, if aMember has any claims relating to Benefits, the Member will make aclaim against the relevant provider providing (or purporting toprovide) the relevant Benefit. 8.5 Please note that any specialoffer offered by a vendor/provider through whom you may have enrolledas a Member is the responsibility of that vendor/provider; not of us. 8.6Other than as expressly set out in these Terms of Membership, we makeand give no conditions, warranties or other terms, express or implied(including the conditions or warranties as to satisfactory quality,fitness for purpose) with respect to any Benefits or informationprovided to a Member. 8.7 We assume no responsibility for thepayment of or contribution to any use or sales tax (e.g. VAT) on theBenefits which may be imposed by taxing authorities, and such taxes, tothe extent imposed, shall remain a Member’s sole responsibility or thatof the provider of the Benefits, as the case may be. 9. LIABILITY 9.1This paragraph 9 prevails over all other paragraphs and sets forth ourentire Liability, and your sole and exclusive remedies in respect of:a) the performance, non-performance, purported performance or delay inperformance of the contract between us and the Member; or b) otherwisein relation to the contract between us and the Member or the enteringinto or performance of the contract between us and the Member; or c) aMember’s use of or participation in the Scheme. 9.2 We do notexclude or limit our Liability for things we are not allowed to by lawi.e. (i) fraud; (ii) death or personal injury; (iii) any breach of obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply ofGoods and Services Act 1982; or (iv) any other Liability which cannotbe excluded or limited by applicable law. 9.3 Except for thematters in paragraph 9.2, we do not accept and we exclude any Liabilityfor Breach of Duty other than any such liability arising under theterms of the contract between the Member and us or under these termsand conditions. 9.4 Except for the matters in paragraph 9.2, weshall have no Liability for loss of revenue; loss of actual oranticipated profits; loss of contracts; loss of the use of money; lossof anticipated savings; loss of business; loss of opportunity; loss ofgoodwill; loss of reputation; loss of, damage to or corruption of data;or any indirect or consequential loss; and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, paragraphs the foregoing are excluded whether suchlosses are direct, indirect, consequential or otherwise. 9.5Save as provided in paragraph 9.2, our total Liability to you or anythird party shall in no circumstances exceed, in aggregate, a sum equalto the greater of: a) £10; or b) 110% of the Membership Fees payable bythe Member to us in the 12 month period prior to any particular causeof action arising. 9.6 The limitation of Liability underparagraph 9.5 has effect in relation both to any Liability expressly provided in these Terms of Membership (or the contract between theMember and us) and to any Liability arising by reason of the invalidityor unenforceability of any provision of these Terms of Membership (orthe contract between the Member and us). 9.7 In this paragraph9, “Breach of Duty” means the breach of any (i) obligation arising fromthe express or implied terms of a contract to take reasonable care orexercise reasonable skill in the performance of the contract or (ii)common law duty to take reasonable care or exercise reasonable skill(but not any stricter duty); and “Liability” means liability in or forbreach of contract, Breach of Duty, misrepresentation, restitution orany other cause of action whatsoever relating to or arising under or inconnection with the contract between Member and us (or the use of theScheme website), including, without limitation, liability expresslyprovided for or arising by reason of the invalidity or unenforceability of any provision of these terms and conditions or the contract betweenthe Member and us (and for the purposes of this definition, allreferences to the “contract between the Member and us” shall be deemedto include any collateral contract). 10. TRADE MARKS, BRANDS ETC. Weare the operator of the Scheme and responsible for the production ofthe Scheme website. All trade marks, product or service names andcompany names or logos on that website and on hard copy Scheme materials are the property of their respective owners. We do not givepermission in respect of the use of any such trade marks, brand names,product or service names or titles or copyrights and such use mayconstitute an infringement of the owners’ rights. 11. EVENTS BEYOND OUR CONTROL Weshall have no liability to any Member for any failure of performance orany delay in performance that is caused by any event or circumstancebeyond our control. 12. INVALID PROVISIONS If any part of these Membership Terms or the contract between the Memberand us is unenforceable (including any provision in which we exclude orlimit our liability) the enforceability of any other part will not beaffected. 13. THIRD PARTY RIGHTS Except forour affiliates, directors, employees or representatives, a person whois not a party to these Membership Terms (or the contract between Member and us) has no right under the UK Contracts (Rights of ThirdParties) Act 1999 to enforce any term but this does not affect anyright or remedy of a third party that exists or is available apart fromthat Act. 14. ENTIRE AGREEMENT 14.1These Membership Terms, together with our privacy policy, set out thewhole of our agreement relating to the Scheme and Membership. Nothing said by any sales person on our behalf should be understood as a variation of these Membership Terms or as an authorised representationabout the nature or quality of the Scheme or Membership. Save for fraudor fraudulent misrepresentation, we shall have no liability for anysuch representation being untrue or misleading. 14.2 We make norepresentations or warranties about the accuracy completeness orsuitability for any purpose of the information and related graphicspublished on the Scheme website or in other Scheme hard copy materials.From time to time the Scheme website or other hard copy Schemematerials may contain technical inaccuracies or typographical errors.Our liability howsoever arising for any such inaccuracies or errors isexpressly excluded to the fullest extent permitted by law. 15. NO WAIVER Anyfailure by us to enforce or to exercise at any time or for any periodof time any term of, or any right under, this Agreement does notconstitute, and shall not be construed as, a waiver of that term orright and shall in no way affect our right later to enforce or to exercise it. 16. WHO WE ARE AND HOW YOU CAN CONTACT US We are Adaptive Affinity Limited, registered in England. Our address is: Adaptive Affinity Ltd., Cavendish House, 369 Burnt Oak Broadway,Edgware, Middlesex, HA8 5AW. All notices from you to us must be by the methods set out in these Membership Terms. Our telephone number is: 0845 026 1091 17. GOVERNING LAW The Scheme operates for the UK only. The Membership Terms and the contractbetween Member and us shall therefore be deemed to be performed withinthe United Kingdom and therefore shall be governed by and interpretedin accordance with English Law. Also, the use of the Scheme website isgoverned by English law. These Membership Terms and the contractbetween you and us (and any dispute, controversy, proceedings or claimsof whatever nature in relation to them) shall be governed andinterpreted in accordance with English law and Member and we herebysubmit to the exclusive jurisdiction of the English courts. Feb 2007 V001 |