Terms & Conditions (“Terms”)
This letter sets out the Terms & Conditions of our BBB Membership (the Terms). By clicking the ‘I accept the above terms’ box on our Client Portal ‘Sign’ page, you are agreeing to be bound by these Terms. Please read these Terms carefully, as they impose certain obligations on you, as well as providing you with the benefits of the BBB Membership.
TERMS
These Terms:
These Terms regulate the relationship between (i) Bracewell Limited trading as Battered Black Book (“our”, “we”, “us” or “BBB”) and (ii) Member (as defined below) (“you”, “your”), in connection with your provision of goods and / or services for third parties via our referral services. These Terms will take effect from the Commencement Date (as defined below), and will end in accordance with clause 11, below.
Who we are:
Our registered company is Bracewell Limited, and we are a company incorporated in England with registered number 06930764. Our registered address is 326 Canalot Studios, 222 Kensal Rd, London, W10 5BN. We specifically refer you to clause 8.2 of these Terms which limits our liability.
1. INTERPRETATION
1.1. Definitions: The following definitions and rules of interpretation apply in these Terms:
Acceptable Use Policy: the acceptable use policy set out in Schedule 1 to these Terms.
Commencement Date: the date that you sign to accept these Terms.
Editorial: any promotional feature or publication relating to BBB and its members provided by us on our Site (as defined below), or as communicated by us in any format or media to Introduced Parties or the public in accordance with clause 3.
Intellectual Property Rights: copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Introduction: the provision to you of any contact details (e.g. a telephone number, name and / or email address) of a potential Introduced Party whose details have been or are included on the Site, provided that an Introduction shall not be deemed to have taken place where you can demonstrate to our reasonable satisfaction that you had an existing commercial relationship with that party.
Introduced Party: any third party (including any Other Members) with which you, as Member, subsequently engage or contract with, under a Relevant Contract (as defined below) for the provision of Services, as a result of an Introduction.
Membership Fee: shall mean the non-refundable payment made by you to us in relation to your Membership (as further defined below in clause 5.1).
Membership: your membership of the Site, subject to these Terms.
Other Members: shall mean those other businesses, companies and / or individuals who are approved by us at our sole discretion and who we agree to include for referral on our Site.
Member/you: the person or company agreeing to enter into a membership agreement with BBB on these Terms.
Relevant Contract: shall mean any contract or arrangement entered into by Member with an Introduced Party, at any time after an Introduction (including, for the avoidance of doubt, after expiry or termination of these Terms), for the supply of the Member’s goods or services.
Services: the services or goods provided by the Member to any Introduced Party.
Site: shall mean the internet website found at www.thebbbook.com and/or BBB’s mobile app, controlled and operated by BBB.
User: shall mean a user of the Site.
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 email.
2. CHANGES TO THESE TERMS
2.1. We may make commercially-reasonable amendments to these Terms at any time by giving you at least 30 days’ written notice. If you object to the amended Terms, you may terminate the Membership by giving us written notice at any time before the end of the 30-day notice period. If you do not terminate the Membership within the 30-day notice period, the amended Terms will take effect from the end of the 30-day notice period.
3. GENERAL
3.1. Although we make reasonable efforts to ensure that the information which we personally provide on the Site is up to date, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
3.2. We have the option, but are under no obligation, to include information about you in any Editorial.
4. YOUR OBLIGATIONS
You warrant that you will comply with the Acceptable Use Policy.5. MEMBERSHIP FEES
5.1. The Membership Fee for the Membership is per each rolling 12-month period
during the term of the
Membership,
as follows:
| Number of Users | Membership Fee |
| Single (1) | 3 |
| £500 + VAT | £1000 + VAT |
The Membership Fee is paid on registration through our Client Portal and annually thereafter.
5.2. All payments due to us (other than the Membership Fees paid in accordance with
clause 5.1 should be
paid
to
the
following bank account, or other account as may be directed by us:
Battered Black Book
Bank: Metro Bank
Sort Code: 23 05 80
Account Number: 26061563
Account Name: Battered Black Book
5.3. If you fail to pay part or all of any invoice by the due date, we reserve the right to terminate this agreement in accordance with clause 11 below.
5.4. In addition to the rights contained in this agreement, if you fail to make payment due to us under these Terms, you 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 will accrue each day at a rate of four per cent (4%) per annum above the base rate of Metro Bank PLC from time to time.
6. MULTIPLE USERS
6.1. Where You pay the Membership Fee for multiple Users you will ensure that each User reads and agrees to adhere to these Terms. You will be responsible for the acts of such Users on the Site.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. We will retain all Intellectual Property Rights in the Site.
7.2. You grant to us, or shall procure the direct grant to us of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of your Membership of the Site to copy and use any Intellectual Property Rights belonging or licensed to you and which you enter or upload into the Site (the Member IP) solely for the purpose of providing our services through the Site, including for promotion and / or marketing on the Site and for the purposes of engaging or promoting the Site.
8. SUSPENSION
8.1.1. If we consider that a breach of the Terms has occurred, or you fail to pay any invoice by the due date for payment, we may: immediately remove your listing from the Site; and
8.1.2. suspend your access to the Site.
8.2. Where we take either or both of the actions in clause 8.1, we will inform you by email of the reasons for your suspension within 2 business days, setting out our grounds for the suspension and what remedial action we require you to take.
8.3. If you are able to remedy any breach within a reasonable period of time, we may, at our sole discretion, restore your listing and access to the Site.
8.4. Nothing in this clause 8 will affect any of our other rights under these Terms or under any applicable law, including our rights to terminate the Membership as set out in clause 11.1.
9. INDEMNITY AND LIMITATION OF LIABILITY
9.1. You shall indemnify us up to a total aggregate amount of £1,000,000 against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us as a result of any third-party claim arising out of or in connection with:
9.1.1. any breach by you of any of the Terms;
9.1.2. any claim brought against us for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, our use of the Member IP in accordance with these Terms; or
9.1.3. the supply by you to any third party (including any Introduced Party) of your Services.
9.2. Subject to clauses 8.3 and 8.4, the total liability of each party to the other under or in connection with these Terms or otherwise shall be limited to one thousand hundred pounds (£1000).
9.3. The limitation of liability in clause 9.2 shall not apply to:
9.3.1. the indemnity given in clause 9.1; or
9.3.2. your obligation to pay the Membership Fees.
9.4. Nothing in this Agreement is intended to limit or exclude any liability for death or personal injury, fraud, or any other liability which cannot be limited by law.
10. DATA PROTECTION
10.1. We will process your personal data in accordance with our privacy policy, as available from the Site at any time.
10.2. Each of us agrees to comply with all of our respective obligations under all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and the Data Protection Act 2018 in relation to the processing of personal data of Introduced Parties and any other third parties under or in relation to these Terms and the Membership.
11. TERMINATION
11.1. You may terminate the Membership at any time
11.2. We may terminate the Membership at any time by immediate written notice to you if:
11.2.1. you materially breach any provision of these Terms;
11.2.2. we are required to do so by law;
11.2.3. your use of, or conduct in relation to, the Site is inappropriate, unprofessional, or is otherwise likely to bring us, the Site, or its other users into disrepute (such decision to be taken by us acting reasonably and in good faith); or
11.2.4. we are generally discontinuing access to the Site.
11.3. Either party may terminate the agreement by immediate written notice to the other party, if the other party materially breaches any of these Terms (provided that, if the breach can be remedied, the breaching party will have 14 days to remedy the breach before termination takes effect).
12. CONSEQUENCES OF TERMINATION
12.1. Following termination of this agreement by you, all reference to you on our Site will be deleted, save where you are referred to in any pre-approved Editorial.
12.2. Any paid Membership Fees are non-refundable, except that, if the Membership is terminated by you by written notice within 30 days of the Commencement Date, the Membership Fee will be refunded to you.
12.3. Termination as set out in clause 10 above shall not affect any of the 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 of the Terms which existed at or before the date of termination.
12.4. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect, including clauses 6, 9, 10, 12, 20, 21.2 and 23.
13. FORCE MAJEURE
Neither party shall be in breach of the Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but without limitation, pandemics and / or epidemics. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate the Terms by giving thirty (30) days’ written notice to the affected party.
14. ASSIGNMENT
We may at any time assign, licence or charge any of our rights and obligations under these Terms without your prior approval.
15. NO PARTNERSHIP
Any use of the term Member or Membership in these Terms is not intended to create any formal partnership relationship or related partnership duties between the parties (or between you and any third party, i.e. Other Members Introduced to you) or otherwise pursuant to the Partnership Act 1890. The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
16. CONFIDENTIALITY
The parties agree to maintain, throughout the Membership and for a period of five years following the expiry or termination of the Membership, the confidentiality of any information shared by either of us or our respective employees or contractors which is either marked confidential or which may reasonably be regarded as confidential by its nature or the circumstances of its disclosure (Confidential Information). Any Confidential Information so disclosed may only be used to exercise our respective rights and obligations under these Terms. Confidential Information may be disclosed to those of our respective employees, contractors or professional advisers who need to know such information for the purposes of the Terms or the Membership, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17. ENTIRE AGREEMENT
These Terms constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.
18. WAIVER
No failure or delay by either party to exercise any right or remedy under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19. SEVERANCE
If any provision of these terms (or part of any term) is or becomes unenforceable, the enforceability of any other provision of these terms will not be affected.
20. NOTICES
20.1. Please send all notices to us at the following address:
Battered Black Book
326 Canalot Studios
222 Kensal Rd London
W10 5BN
UK
20.2. You agree that your address(es) for notices are set out below and for the avoidance of doubt, you agree that notices may be sent to you by email to any of the email addresses included by you below.
21. DISPUTE RESOLUTION
21.1. If a dispute arises out of or in connection with this agreement (Dispute) then the parties shall follow the procedure set out in this clause:
21.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Chief Executive Officers (or equivalent) of the Customer and the Supplier shall attempt in good faith to resolve the Dispute;
21.1.2.if for any reason unable the Chief Executive Officers are unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 45 days after the date of the ADR notice. No party may commence any court proceedings under clause 23 (Jurisdiction) (in relation to the whole or part of the Dispute) until 60 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
21.2.If the Dispute is not resolved within 120 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of that 120-day period, or the mediation terminates before the expiration of the 120-day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 23 (Jurisdiction).
22. GOVERNING LAW
These Terms, the Membership, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England.
23. JURISDICTION
Subject to clause 21, each party irrevocably agrees that the courts of England 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. By signing below, you agree to comply with the Terms set out above.
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Signed by authorised signatory of Member
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Print full name & Date
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Address for notices & Email address for notices
