Terms & Conditions
Friend Membership Service
Terms & Conditions
This document (together with any documents referred to in it) sets out the terms and conditions for the provision of PILAA Friend Membership services, owned by Pre-Image Learning and Action Ltd (PILAA). Upon “application” and agreement of membership terms and conditions, you accept that PILAA will provide Equality, Diversity, and Inclusion services to your organisation and that you accept and agree to abide by them.
1. Definitions and Interpretation
In this agreement the following definitions apply unless the context requires otherwise:
“Company”
Pre-Image Learning and Action Ltd, a company incorporated in England and Wales under company number 14006453 whose registered office is at 3 Brunswick Gardens, Ilford, Essex, United Kingdom, IG6 2QU.
“Application”
Membership applications can be made in two ways:
a) Through signing up on the PILAA website at: https://www.pilaa.co.uk/membership/or
b) Upon request of a ‘Membership Agreement Form’ by contacting PILAA via the following email address: info@pilaa.co.uk
“Member”
An organisation whose application for PILAA Friend Membership has been accepted by PILAA.
“Friend Membership Tier”
Two membership tiers are available based on the number of benefits provided by PILAA. These are Lean on Me and Fiercely Loyal, with the latter being the highest tier.
“Membership Fee”
The annual membership fees payable to PILAA based on the selected Friend Membership Tier.
“Membership Period”
The duration of membership based on a rolling period of 12 months, from the start date of obtaining the status of a PILAA Friend. A month before the end of a current membership period, notice will be given to either renew or end the membership.
2. General
2.1 The membership benefits will become available once the organisation obtains the status of a PILAA Friend.
2.2 The member hereby agrees to accept these conditions for the entire membership period. Subject to the agreement being terminated in accordance with clause 6. At the end of each membership period, the member further agrees that this agreement (including any such amendments thereto as detailed in clause 2.4) shall continue for a further membership period(s) in accordance with clause 3.7. The member further agrees to pay the membership fee for each additional membership period(s).
2.3 PILAA may refuse to accept an application at its complete discretion. PILAA is under no obligation to give any reason for the refusal (including any refusal to renew a membership). If refused for membership, where an application is made through the PILAA website, a full refund will be given back to the applicant within a 7 working day period.
The member shall be entitled to a full refund of any membership fee already paid for if the membership is cancelled within two weeks of payment date.
2.4 These terms and conditions may be amended by PILAA, with the changes taking effect at the end of the current membership period. PILAA will provide a 3 month notice for any changes for any such amendments ahead of a new membership period. Members should check this page prior to the end of each membership period.
2.5 This agreement shall form the entire agreement between the Parties. No amendment to this agreement shall be agreed other than in writing between the parties or as detailed in clause 2.4 of this agreement.
3 MEMBERSHIP(S)
3.1 Membership is a rolling period of 12 months from the date of acceptance of an application by PILAA. In the case of membership renewal, each subsequent membership is a period of 12 rolling months from the date of renewal of the membership (being the anniversary of the acceptance of the Application by PILAA) (each a “Membership Period”).
3.2 Membership benefits will be made available by PILAA to the member, in accordance with its membership tier level, for the membership period, provided that the agreement is not terminated.
3.3 The membership tiers are defined on the PILAA Website.
3.4 The membership benefits are defined on the PILAA Website.
3.5 The membership tiers and the associated membership benefits may be amended, varied or withdrawn by PILAA from time to time at its complete discretion. PILAA shall always try to publish any changes to or withdrawals of the membership tiers and the associated membership benefits on the PILAA Website (or otherwise notify the Member of such changes) at least 30 days before it implements such variations.
3.6 The membership fee becomes payable by the member for the first membership period once the application has been accepted by PILAA and for each subsequent membership period on the anniversary of such date (unless membership is cancelled before renewal).
3.7 Each Annual Fee shall be payable annually in advance (together with any applicable VAT or similar tax). If Application is made through a signed ‘Membership Agreement Form’ and not through the PILAA Website, the initial Annual Fee will be invoiced upon acceptance of your application, with full settlement due within 28 days. We reserve the right not to provide membership benefits until you have paid the relevant annual membership fee in full.
3.8 We will send you an invoice for the Annual Fee for subsequent years in advance of your next annual renewal date. If we propose to alter the Annual Fee and/or make significant changes to the membership benefits, we shall notify you in writing not less than three months prior to your next annual renewal date.
3.9 If you fail to pay any Annual Fee on the due date (which is within 28 days of the invoice date), we may, without prejudice to any other remedies:
(a) Suspend the provision of our membership benefits until payment has been made in full; and/or
(b) charge you interest on outstanding sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
3.10 If you change your membership category on renewal, the membership fee and membership benefits will be in accordance with the new membership tier you have chosen.
3.11 The member hereby agrees that its membership will be renewed for a further membership period at the member’s membership tier at the end of the current membership period unless the membership is terminated in accordance with clause 6 below.
4 DELIVERY POLICY
4.1 Membership benefits will be provided at the relevant membership tier. Resource materials will be electronic and accessible via the PILAA Website. Member log-in details and account user information will either be provided upon application using the PILAA website or will be sent via email if the application is made through the Membership Agreement Form.
5 CONFIDENTIALITY AND PRIVACY
5.1 The member shall not at any time disclose to any third party any information that it has received from PILAA that is of a confidential nature (including without limitation trade secrets and information of commercial value), the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 5.3 unless such information is public knowledge or already known to the member at the time of disclosure or subsequently becomes public knowledge other than by breach of this agreement or subsequently comes lawfully into the possession of the Member from a third party.
5.2 Subject to clause 5.3, PILAA shall not at any time disclose to any third party any information that it has received from Members that is of a confidential nature, unless it is required to do so by law or such information is public knowledge or already known to PILAA at the time of disclosure or subsequently becomes public knowledge other than by breach of this agreement or subsequently comes lawfully into the possession of PILAA from a third party.
5.3 Each party may disclose the other party’s confidential information:
(a) To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information will comply with this clause; and
(b) As may be required by law, court order or any governmental or regulatory authority.
5.4 Members shall always during the term of this agreement (and to the extent applicable following its expiry) comply with PILAA’s Privacy Policy as detailed on the PILAA Website.
6 TERMINATION(S)
6.1 Members may terminate this agreement within 2 weeks of payment date by writing to PILAA at the email address given on the website. A full refund of membership fees will be made under these circumstances.
6.2 PILAA may terminate this agreement at any time with four weeks’ notice for convenience by writing to the address given on the application in which case PILAA shall refund the membership fee for the remaining membership period to the member on a pro-rated basis. Refund of the membership fee in accordance with this clause 6.2 shall be the member’s only remedy for loss of the membership benefits for the remainder of the terminated membership period.
6.3 PILAA may terminate this agreement with immediate effect and without liability if:
6.3.1 the member commits a material breach of this agreement and fails to remedy that breach within four weeks of receiving notice from PILAA notifying it of the breach and requiring remedy; or
6.3.2 The member fails to pay the membership fee within four weeks from receipt of invoice from PILAA.
6.4 If PILAA exercises its right to terminate the agreement pursuant to clause 6.3, it shall provide notice to the member stating the reasons for termination and the effective date of termination.
6.5 Termination of the agreement for any reason shall automatically terminate the member’s membership benefits.
6.6 Promptly and in any event within four weeks of termination of membership for material breaches or not abiding to the membership Terms and Conditions, the member must remove all references to PILAA from its public materials (including, but not limited to, publicity, promotional matter, recruitment materials and website).
6.7 Upon termination of membership, details of the membership will be retained by PILAA allowing for a member to easily resume their membership.
7 INTELLECTUAL PROPERTY
7.1 From time-to-time PILAA may authorise a member to use certain of its trademarks
(registered or otherwise). The member shall comply with the “Terms of Licence to use Intellectual Property of Pre-Image Learning and Action Ltd” as set out on the PILAA website. Compliance by the member with the terms and conditions of any such licence agreement shall be deemed to be a material condition of this agreement.
7.2 The expiry or termination of this agreement shall automatically revoke and terminate any licence granted to a member in accordance with clause 7.1.
8 LIABILITIES
8.1 PILAA shall have no liability to the member howsoever arising (whether in contract, tort (including, but not limited to, negligence) or otherwise) under or in connection with this agreement for any:
8.1.1 loss of revenue.
8.1.2 loss of opportunity.
8.1.3 loss of profits.
8.1.4 loss of anticipated savings.
8.1.5 loss of or damage to reputation or goodwill.
8.1.6 loss of data.
8.1.7 loss of contract.
8.1.8 losses or liabilities under or in relation to any other contract.
8.1.9 in each case, whether direct, indirect, special and/or consequential loss or damage; or
8.1.10 for any other indirect, special and/or consequential loss or damage.
8.2 The aggregate liability of PILAA for all claims, continuing claims, or liability for any breach of contract (including a deliberate and/or repudiatory breach of contract), tort
(including, but not limited to, negligence and/or breach of statutory duty), misrepresentation, howsoever arising under or in connection with this agreement during each membership period shall not exceed the amount of the membership fee paid to PILAA during that membership period.
8.3 Nothing in this agreement shall limit PILAA’s liability to the member for:
8.3.1 Fraud or fraudulent misrepresentation; or
8.3.2 Any other liability the exclusion or limitation of which is not permitted by English law.
8.4 Except as set out in this agreement, all warranties, conditions, guarantees, representations, and other terms which might otherwise be implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
8.5 This clause 8 shall survive termination of the agreement.
9 Other
9.1 A member shall not assign or transfer its membership and/or any rights and obligations otherwise granted under this agreement.
9.2 A person who is not a Party to this agreement shall not have any rights under or in connection with it.
9.3 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual claims and disputes), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.