These terms and conditions take effect upon the submission of a Membership Form and payment of the Fee to Trilocal and are incorporated into the contract between the parties.
1.1. The following definitions, unless the context requires otherwise, and rules of interpretation shall apply to these terms and conditions
|Company||means Trilocal Limited (company number 9062475) with registered office at 192 Hunsworth Lane, Hunsworth, Cleckheaton, West Yorkshire;|
|Fee||means the fee for the Services, initially detailed on the Membership Form and the Website, which is set out in Trilocal's monthly invoice;|
|Member||means any person, company or entity contracting with Trilocal;|
|Membership From||means the form used by a Member to contract with Trilocal on this terms, which is available on the Website;|
|Payment Date||means the date on which the Member, having submitted its Membership Form, made payment and been accepted by Trilocal, became a Member;|
|Services||means the uploading of Member content to the Website; and|
References to the masculine include the feminine and the neuter, and the singular include the plural and, in each case, vice versa.
Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes references to any amendments, extension, application or re-enactment and includes any subordinate legislation made under it.
2. Application of Terms
2.1. These terms and conditions should be read in-conjunction with the Membership Form and the Website Terms and Conditions.
2.2. The terms and/or conditions of a Member shall not form part of the contract between Trilocal and the Member.
2.3. These terms and conditions may only be varied in writing by Trilocal. Trilocal may vary these terms and conditions from time to time, without giving notice to the Member.
3. Member Obligations and Warranties
3.1. The Member warrants that it has the necessary authority to enter into a contract with Trilocal.
3.2. The Member warrants that all the information provided to Trilocal is true and accurate.
3.3. Upon the completion of the Membership Form the Member must submit content to Trilocal to be uploaded to the Website. The Website Terms and Conditions contain information in relation to the suitability of content to be provided to Trilocal for uploading on to the Website.
3.4. The Member agrees to co-operate fully with Trilocal and provide Trilocal with any information it requires to perform the Services.
4. Trilocal's obligations
4.1. Upon receipt of the Member's completed Membership Form, Trilocal will provide the Member with access to the Website and allow the Member to upload acceptable content to the Website.
4.2. Trilocal reserves the right to change, cancel or suspend the Services at any time be serving 48 hours' notice on the Member.
5.1. The Member shall pay the Fee to Trilocal on the Payment Date by way of a standing order to one of Trilocal's accounts (details of which will be provided to the Member upon each submission of a new page). Trilocal shall invoice the Member every month for all pages relating to the Member's account.
5.2. Payment shall be deemed to have been received once Trilocal has received the Fee in cleared funds.
5.3. The Member shall make all payments due under the contract in full without any deduction, whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the Member has a valid court order requiring an amount equal to such deduction to be paid by Trilocal to the Member.
5.4. Without prejudice to any of its other remedies, if any amount due from the Member is not paid in accordance with the contract Trilocal may do all or any of the following:
5.4.1. without notice suspend the Services until the Member pays the outstanding amount(s) in full;
5.4.2. charge interest at the annual rate of 4% above the base rate of the Bank of England;
5.4.3. claim interest and compensation under Late Payment of Commercial Debts (Interest) Act 1998 (as amended); and
5.4.4. invoice the Member for any and all reasonable costs (including, without limitation, legal costs on an indemnity basis) incurred in recovering the monies owed.
5.5. On termination of the contract, howsoever caused, the rights of Trilocal in this condition 5 shall remain in effect.
6.1. Trilocal reserves the right to terminate the contract or suspend the Services if the Member breaches any of the Website Terms and Conditions and/or any of these terms and conditions.
6.2. The Member may terminate the contract by giving Trilocal one months' written notice, which should be served on or be effective from the Payment Date to ensure termination within the following month.
6.3. If a Member cancels their standing order, Trilocal has the right to suspend services and/or terminate the contract with immediate effect. Trilocal shall notify the Member of its decision in this respect.
6.4. Upon termination of the contract, the Member has the right to request, in writing, that all data/content provided by it to Trilocal be destroyed by Trilocal.
7. Limitation of Liability
7.1. Trilocal shall not be liable to the Member for any pure economic loss, loss of profit, loss of business, loss of data, depletion of goodwill or otherwise (in each case whether direct, indirect or inconsequential) or any claim as for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Services, these terms and conditions or the contract.
7.2. Trilocal's total liability in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising out of or in connection with the performance or contemplated performance of the contract shall be limited to the Membership Fee(s) for the previous year or £1,000, whichever is greater.
7.3. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
7.4. Nothing in these terms and conditions, or the Website Terms and Conditions (which should be read and construed as forming part of the contract) or any term of the contract excludes or limits Trilocal's liability for death or personal injury caused by Trilocal's negligence or for fraud or fraudulent misrepresentation.
8. Force Majeure
8.1. Trilocal reserves the right to stop the Services if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, labour disputes, or restraints, or delays affecting Services. If the relevant event lasts for a continuous period which exceeds 60 days both parties may serve notice on the other to terminate the contract with immediate effect.
9.1. The Member shall be liable to pay Trilocal (on written demand) for, and indemnify Trilocal against, all reasonable costs, expenses and losses sustained or incurred by Trilocal (including, but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, loss of opportunity to deploy elsewhere, legal costs on an indemnity basis) arising directly or indirectly from the Member's fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the Terms and Conditions.
10.1. Each right or remedy of Trilocal under the contract is without prejudice to any other right or remedy of Trilocal whether under the contract or not.
10.2. All Intellectual Property Rights in any documents or materials provided by one party to the other party under the contract shall belong to the originating party.
10.3. The Member warrants that it owns or otherwise has the right to use and/or licence the use of the Intellectual Property Rights in any materials provided by the Member to Trilocal.
10.4. Trilocal may assign all or any of its obligations under the contract to any person, firm, company or organisation. The Member shall not be entitled to assign any of its obligations under the contract without obtaining Trilocal's consent in Writing.
10.5. Except as permitted by law, the Member (including its employees and agents) shall not disclose, and shall use its best endeavours to prevent disclosure of, any confidential information about Trilocal, its employees or agents, its business or the Services that has come into its possession or knowledge as a result of the contract.
10.6. If any of the terms and conditions are found by any court to be wholly or partly illegal, invalid, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness be deemed severable and the remaining terms and conditions, and the remainder of such term and/or condition, shall continue in full force and effect. In the event that such court decides that such term and/or condition is not severable, the parties agree to substitute such term and/or condition with a legal, valid, enforceable and reasonable term and/or condition that achieves, to the greatest extent possible, the same commercial effect as the original term and/or condition.
10.7. Failure or delay by Trilocal to enforce, or partially enforce, any provision of the contract shall not be construed as a waiver of any of its rights under the contract. Any waiver by Trilocal of any breach of, or any default under, any provision of the contract by the Member shall be in writing, shall not be deemed to be a waiver of any subsequent breach or default, and shall in no way affect the other provisions of the contract.
10.8. All notices sent by the Member to Trilocal must be sent to Trilocal at its registered office address or by email (firstname.lastname@example.org) or as otherwise agreed by Trilocal. Trilocal may send notices to the Member at the email or postal address provided by the Member to Trilocal on the Membership Form.
10.9. All communications between the parties about the contract, including any notices to be sent or received under the contract, must be in writing. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post, and on completion of transmission if sent by email or facsimile.
10.10. The formation, construction, performance, validity and all aspects of the contract shall be governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
10.11. The parties agree that the contract and any dispute or claim arising out of or in connection with it or its subject matter or its formation, existence, construction, performance, validity and all other aspects of the contract (including non-contractual disputes or claims) shall be as far as legally possible governed by and construed in accordance with the laws of England and Wales.