The Oxfordshire Project Ltd
Terms and Conditions
- TOP means The Oxfordshire Project, whose company details are as follows: The Oxfordshire Project Limited, C/O Linles Accountants, Stonecot, Upper Green, Morton Pinkney Northamptonshire NN11 3SG. Company No. 07774090 registered in England and Wales.
- Managing Director (“MD”) means Ben Molyneux, who is a Director of TOP;
- member means a member of TOP, whether an individual or company, and includes its assignees and successors in title and, in the case of an individual, his estate and personal representatives;
- including means “including without limitation”;
- words denoting the singular include the plural and vice versa, and words denoting any gender include all genders;
- reference to a paragraph is to a paragraph of these Terms and Conditions;
- reference to a statute or statutory provision includes any modification of or amendment to it, and all statutory instruments or orders made under it; and
- reference to writing or written includes hard copy letter, and email but not any other type of electronic communication e.g. “tweet” or facebook “post”.
- confidential information means all information of a confidential nature concerning TOP, its members, or their respective businesses;
- continuing members means those members who, on a change of membership, continue as members;
- exit date means the date a member retires, is deemed to retire, or is expelled from TOP;
- leaving member means a member who has retired, been deemed to retire, or been expelled from TOP;
- registration fee means the annual registration fee payable to TOP, as distinct from the subscriptions payable (either monthly or annually);
- membership year means the whole calendar year, and subsequent anniversaries, following the date on which the member first joined TOP;
- Group Organiser means the member with responsibility for arranging meetings and liaising with venues and sourcing speakers.
- The headings in these Terms and Conditions are for convenience only and do not affect its meaning.
These Terms and Conditions
2.1 Existing members agree to be bound by these terms and conditions.
2.2 New members impliedly agree to be bound by these terms and conditions when the register as members.
2.3 Non-members impliedly agree to be bound by these terms and conditions when they book for an event or meeting, whether in their own right, or as a guest of a member.
2.4 TOP reserves the right to make minor changes to these terms and conditions without notifying members or non-members. Major changes will be notified to members and non-members by any method deemed appropriate by the MD.
Formation and Name
- TOP was formed for the purpose of networking amongst local businesses for their mutual benefit and success.
- TOP will not automatically dissolve if any member stops being a member by reason of his death, retirement or expulsion, or when a new member is admitted.
- Each member will indemnify and keep indemnified the other members from and against all payments made and liabilities incurred by each such member in the performance of his role as a member in the ordinary course of the business of TOP.
- TOP, by its Directors, officers, and group organisers, has adopted, and follows, a policy of openness and transparency towards members and non-members alike. Members and non-members agree to reciprocate this policy in all their dealings with TOP.
7.1 TOP will use its best endeavours to ensure that all meetings and events proceed as advertised. However, TOP will not be held liable for any loss to any member (whether financial or otherwise) if, because of circumstances outside its control, a meeting or event has to be cancelled at short notice. Examples include (but are not exhaustive):
- The sudden unavailability of a venue or speaker
- Lack of bookings rendering a meeting or event financially unviable
- The illness or other unforeseen absence of a TOP director/official or group organiser
7.2 In such circumstances TOP’s liability to members will be limited to a refund of the event fee only (if the member has paid this in advance).
7.3 If a member has booked a meeting or event online using e.g. WorldPay, PayPal, or Stripe, that member shall be entitled to a full refund of the booking fee if they decide to cancel within 7 days and notify TOP accordingly.
Obligations of members
- Each member agrees at all times:
- to use his best skills and endeavours towards the successful operating of TOP and at all times conduct himself in a fair, ethical and proper manner in all transactions of any nature where he is expressly or impliedly held out as a TOP member;
- to disclose to the other members any matter that may prejudice the business prospects of TOP and generally show the utmost good faith to other members in all transactions relating to TOP;
- not to disclose confidential information to any person, firm or business unless with the prior written consent of the MD;
- to keep records of all business transacted by or on behalf of TOP;
- to duly and punctually pay and discharge his separate and private debts and liabilities and keep TOP, and other members and their respective estates and effects indemnified against all actions, proceedings, costs, claims, and demands in relation to such private debts and liabilities;
- to comply with all regulations, professional standards and other provisions about the conduct of TOP’s business generally, including any directions made from time to time by the MD;
- that TOP is simply an introducer. If a member provides services, then he enters into a contract directly with his customer and TOP is not a party to that contract. If a customer wishes to make a claim arising out of that contract their redress is solely against the member, not TOP. Depending on the nature of the service or goods supplied by the member to their customer a member is strongly advised to take out Professional Indemnity Insurance to protect them in the event of a claim;
- Each member agrees that he will not without the written consent of the MD:
- whilst he is a member, carry on or be engaged or interested in any business, occupation or activity or take steps to set up or promote or facilitate the establishment of any business, occupation or activity which competes or intends to compete with TOP or any part of it;
- open any bank account or borrow any money in the name of or for TOP;
- use the TOP logo or brand to hold himself or his business out, either expressly or impliedly, as contracting as a principal or agent of TOP, and will if such event occurs, indemnify TOP for any damages, claims and expenses thereby caused to it. (A member may, however, use the TOP logo or brand in good faith to demonstrate his membership of TOP and his adherence to, and support of, its values and aims).
- The goodwill of TOP is deemed to be of nil value and the share of a leaving member in the goodwill, if any, of TOP automatically accrues to the continuing members and no leaving member has any claim in respect of it.
- A member can retire from TOP by giving not less than 1 month’s written notice to the MD. His exit date will be the date that notice expires. TOP will refund to a leaving member who retires voluntarily, his annual or monthly subscriptions calculated pro rata from the exit date, but not his registration fee. If the member has made use of any of the free TOP services, his standing order must run for the duration of his membership year.
- A member will be deemed to retire from TOP:
- immediately on his death and his exit date will be the date of his death;
- on expiry of at least one month’s written notice from the MD requiring him to retire
- immediately, if the MD serves on him written notice requiring him to retire as a member after he has become a patient under the Mental Health Act 1983 and his exit date will be the date of that notice.
- TOP will refund to a leaving member or his personal representatives (or to whoever is appointed under the Mental Health Act 1983 to manage his affairs) who retires involuntarily, his annual or monthly subscriptions calculated pro rata from the Exit Date, but not his registration fee.
- The MD may, by written notice to the member concerned, expel them immediately from TOP if they:
- commit a serious breach of this Agreement which is either incapable of remedy or is not remedied within five Business Days after it occurs;
- commit persistent breaches of this Agreement;
- fail to pay any money owed by him to TOP within 10 days of a written request for payment from the MD;
- are guilty of any conduct likely to have a negative effect upon the business or reputation of TOP;
- What constitutes an act under paragraphs 13 a) or b) above will be determined by the MD in his absolute discretion.
- The MD may, in his absolute discretion, expel a member who has a Bankruptcy Order made against him, or who enters into an Individual Voluntary Arrangement with his creditors, or who is otherwise declared insolvent.
- The expulsion notice must give sufficient details of the alleged breach or breaches.
- The expelled member’s exit date is the date of expiration of the expulsion notice.
- The expelled member will forfeit any right to recover any part of his annual or monthly subscription and registration fee.
Provisions relating to Leaving members
- Unless it is with the written agreement of the MD a leaving member must not during the period of twelve months from his exit date:
- interfere with, solicit or try to entice away from TOP a person he knows was a client or customer of TOP, or a person he knows regularly introduced clients or customers to TOP, during the three month period before his exit date;
- Each Leaving member must pay into TOP’s bank account immediately all sums due from him to TOP and any such sums which are not paid will be recoverable from him by TOP, as a debt.
- Each member agrees to give TOP and its properly appointed representatives full permission to use data provided by him in connection with TOP membership and activities in accordance with the provisions of the Data Protection Act 1998.
- If TOP is dissolved, it will be wound up and the assets and liabilities dealt with in the following manner:
All fixed assets will be liquidated and any resulting cash together with cash in hand will be applied as follows:
- to settle all debts to third parties;
- to reimburse members (pro rata) their monthly and annual subscriptions;
- to be distributed amongst the shareholders of The Oxfordshire Project Limited pro rata according to their holding of paid up ordinary shares.
- No variation of these Terms and Conditions will be valid or binding unless recorded in writing and signed by the MD and a member’s duly authorised representative.
- Any notice (other than in legal proceedings) to be given under these Terms and Conditions must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the business email address of TOP (email@example.com).
- Notices which are:
- sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second working day after the date of posting, and where posted from or to addresses outside the United Kingdom, on the tenth business day after the date of posting;
- delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
- sent by email will be deemed to have been received on the next working day after sending.