By accessing or using any of the membership services, you agree to be bound and abide by these terms and conditions and any amendments hereto.
Read these terms and conditions carefully before applying to become a member using any of the membership services, especially since these terms and conditions may affect your legal rights.
Examples of where these terms may affect your legal rights include having to pay your membership fees even if you do not receive all of the relevant membership benefits. an example of where you may not receive all or any membership benefits includes if teatro san cassiano group ltd (“tsc”) does not find a site to build its proposed property and/or if “tsc”does not raise the relevant funds to operate, build and/or manage the property which it plans to build.
It is also important to understand your responsibilities as a member of “tsc” and so please read these terms and conditions carefully.
If you do not agree to these terms, please do not apply to be a member or, if you have already applied for membership, please immediately cease use of any of the membership services.
Members who are donors will also be subject to the terms and conditions relating to donors which are set out here: https://www.teatrosancassiano.it/en/donation-terms
The following definitions shall apply in these Terms and Conditions:
|Community Principles||TSC’s community principles which a Member is to comply with whilst at TSC to safeguard the use and enjoyment of TSC by its members and their guests as TSC may publish from time to time including but not limited to terms and conditions set out in clause 14.|
|Member||a member of TSC being a member within any of the Membership Categories.|
|Membership||being a Member.|
|Membership Application Form Membership Nomination Form||the forms used to apply or nominate an individual to join TSC.|
|Membership Benefits||the membership benefits which apply to a Member in relation to their Membership Category.|
|Membership Category and Membership Category Terms||
the category of Membership a Member holds and the membership categories and associated benefits of each membership category and additional terms regarding such membership category are as follows:
- Friends (Amici) - details of which are set out here: https://www.teatrosancassiano.it/en/amici
- Donors (Donatori) - details of which are set out here: and https://www.teatrosancassiano.it/en/donatori
- L'Andromeda Club – details of which are set out here: https://www.teatrosancassiano.it/en/landromeda-club
|Membership Committee||the membership committee appointed by the Owners to manage membership matters relating to TSC.|
|Membership Fees||the membership fees payable by a Member for their Membership with such membership fees reflecting the Membership Category of the Member.|
|Membership Services||the services provided to each Member by TSC depending upon the Membership Category.|
|Membership Registration Date||date TSC approves their registration as a Member.|
|Owners||means the shareholders from time to time in TSC.|
|you or your||anyone that uses any of TSC’s goods and/or services, anyone that applies for Membership and/or anyone that is a Member.|
1. About Teatro San Cassiano
- Teatro San Cassiano Ltd. (“Teatro San Cassiano”, “TSC”, “we”, “us” or “our”) is owned by the owners and is a company registered in england and wales under registration number 10754550. our registered office is at 48 chancery lane, london, england, wc2a 1jf.
- TSC’s purposes and projects include reconstructing the Teatro San Cassiano of 1637 in Venice, and with it creating a world-leading centre of excellence for the study and performance of baroque opera. Our projects and objectives are entirely prospective and reflect our ambitions for baroque opera and the Teatro San Cassiano.
- No site has been selected or building work started regarding reconstructing the original San Cassiano of 1637 but there are ongoing talks for a suitable site to be chosen and for building works to commence subject always to sufficient funds being available to tsc for TSC to finance and pay for any such ongoing talks, site and building works.
- There may be occasions when tsc has to abandon, close, stop and/or delay all projects that it is involved with (in whole or in part). tsc will aim to provide you with notice of such abandonment, closure, stoppage and/or delay in advance of any of these things taking place unless the problem is urgent or an emergency. in such circumstances, you will may not receive all and/or part of the benefits of membership that you have paid for. you will not in any circumstances be entitled to a refund of all and/or part of your membership fees in any of the circumstances set out in this clause 1 and you should be aware that in any event membership fees are non refundable.
- You can contact us by (a) post, at 48 Chancery Lane, London, England, WC2A 1JF, (b) telephone, on 020 8100 6008, (c) filling in our Website contact form, or (d) email, using the following email address: email@example.com.
- We are neither a ‘charity’, nor a ‘not-for profit organisation’, nor do we enjoy the benefits of charitable status in any shape or form.
- We a private limited company with shareholders and information about the company and a list of our shareholders can be accessed at the UK Companies House https://beta.companieshouse.gov.uk/company/10754550. We operate a commercial for-profit business enterprise. Profits generated by us are distributed to our shareholders and/or re-invested in our business to help achieve purposes and projects we deem necessary or deserving.
- Our projects and objectives (as well as the ways and timescales we set in order to try to implement them) are entirely subjective and subject to change at our sole and absolute discretion. We are not bound by them and they must not be relied upon by you and/or any third party.
- Any and/or all decisions undertaken by us regarding our spending and/or allocation of funds shall be at our sole and absolute discretion and we will not enter into any correspondence with you and/or a third party regarding our decisions, projects and objectives.
- We are not authorised by the Financial Conduct Authority in the United Kingdom and/or any other financial regulatory body or other regulatory body. The information and/or content on this Website are not intended for investment purposes.
- We understand and accept that you and others may have different opinions, suggestions, views, ideas, values, objectives and ambitions for Baroque opera and the Teatro San Cassiano. If you invest in us, or donate or gift money to us and/or join as a Member this does not give you a right to influence (whether expressly or otherwise) in any way whatsoever and howsoever our activities including the nature of our projects and objectives as well as who should be involved or not. Our activities, projects and objectives are subject to change.
- Nothing on this Website should be construed as inferring, implying, suggesting and/or giving the impression that we will implement our projects and objectives in accordance with a specific timetable or in a specific way.
TSC has several membership categories with varying Membership Fees and Membership Benefits.
- Members have access to certain TSC events in their membership calendar year. If a member would like to have use of more TSC activities and events then their existing Membership would be cancelled, and they would need to sign up as a member with the relevant Membership Category, for a full year period. If you wish to upgrade, change and/or amend your Membership then TSC may make an administration charge regarding any such upgrade, change and/or amendment.
- Lifetime membership is a category for members who pay for a non-transferable membership to last for a number of years upfront and this category of membership may be introduced at some point in the future. During this lifetime membership period, lifetime Members would receive annual benefits as outlined in their lifetime membership documents provided always that TSC reserves the same discretionary rights to terminate membership under these terms and conditions (including clauses 7 and 8 herein).
- TSC (and/or any parties that are engaged or contracted by TSC to provide goods and/or services for or on behalf of TSC) make and gives no warranty, representation and/or any other assurances relating to or connected with the quality, fitness for any particular purpose and/or standard of any of the goods and/or services provided at any time by TSC including but not limited to: (i) the TSC website and content therein from time to time; (ii) the Membership Services; (iii) any site location that is selected for the building of any property; and (iv) the standard, structure, nature, look and feel of any property (if and when any such property is built).
- TSC (and/or any parties that are engaged or contracted by TSC to provide goods and/or services for or on behalf of TSC) hereby expressly disclaim any implied conditions, warranties and/or representations, and assurances of any kind including but not limited to implied terms regarding merchantability, fitness for a particular purpose and non-infringement to the maximum extent permitted by law in relation to any goods and/or services provided at any time by TSC(and/or any parties that are engaged or contracted by TSC to provide goods and/or services for or on behalf of TSC) including but not limited to:
- the TSC website and content therein from time to time and the Membership Services; and
- whether or not any site will be found and/or whether any building works will commence or be completed for an opera house in Venice and/or by when that completion may take place (if at all) and/or if and when any property that is built (if it is built) will become operational (if at all).
- TSC (and/or any parties that are engaged or contracted by TSC to provide goods and/or services for or on behalf of TSC) provides its goods and/or services (including but not limited to Membership Services) on an “as is” basis and without any assurances of whatever nature and howsoever arising being made or provided relating to the quality, reputation, standard, completeness, accuracy, comprehensiveness, compatibility, adequacy, error-free nature, fitness for any particular purposes and/or security relating to any such goods and/or services including but not limited to:
- the Membership Services;
- the progress (if any) of any talks regarding the building of any property that TSC wishes to build;
- the site location (if any) and/or standard of any property that is built (if it is built); and
- the nature and numbers and status of any members (if any) that apply for Membership and/or join and become Members; and
- the nature, status and reputation of the Owners, TSC and the TSC community and how it operates.
- TSC does not provide any assurances of any nature and howsoever arising that any emails, communications and/or content is sent to you and/or which may be received by you are free of any malicious or harmful software and/or viruses and/or that they are error free.
- TSC may from time to time provide Members with opportunities to purchase goods and/or services from third parties and in these circumstances:
- TSC shall not be liable or responsible for those third party goods and/or services;
- those third parties will be liable and responsible to you for providing those goods and services and if these goods and services are provided subject to third party terms and conditions then should ensure that you read, understand and agree to those terms and conditions before reviewing or making any purchases of any such third party goods and/or services; and
- TSC does not in any way provide any assurances of whatever nature and howsoever arising relating to or connected with any third party goods and/or services and does not endorse in any way any such third party goods and/or services and if you have any issues, problems and/or queries relating to any such third party goods and/or services then you should contact the relevant third party (and not TSC) with the aim of resolving any issues with the relevant third party.
3. Applying for Membership
- TSC has the right to determine the maximum number of Members at any point in time.
- Any of the following persons may apply or be nominated for Membership: (i) individuals who are 18 years of age or older or (ii) a corporate body or partnership.
- All applications or nominations for Membership shall be submitted on the Membership Application Form or Nomination Form respectively. This Membership Application Form or Nomination Form will require further details and will incorporate these terms and conditions.
- TSC, through the Membership Committee, shall be responsible for considering and approving any application or nomination for Membership. The Membership Committee’s decisions regarding applications or nominations for Membership shall be final.
- TSC requires that each Membership Application Form submitted shall provide full, complete and accurate disclosure and without omission about the person applying or nominated for Membership.
- The person applying for or nominated for Membership and/or existing Members hereby expressly agree and acknowledge that all personal data, information and details about them (whether provided by them or obtained by TSC through TSC research and/or from third parties) may at any time be analysed, processed and checked by TSC (including but not limited to using third party organisations to do background checks including DBS and financial checks) regarding Membership applications and/or any existing Membership and that any findings or information from such checks may be taken into account by TSC as part of TSC deciding whether or not to allow a person to become or to remain a Member.
- The person applying for or nominated for Membership and/or existing Members hereby expressly agree and acknowledge that they will promptly provide TSC and the Membership Committee upon request and from time to time with all information, co-operation, assistance as may be required by TSC and the Membership Committee in all matters relating to or connected with TSC and/or Membership related matters (including but not limited to promptly answering any questions at any time that TSC and/or the Membership Committee may have in a full and frank and honest way).
- If and when TSC subsequently determines any application or nomination for Membership has been approved due to misrepresentation and/or the withholding of relevant information, TSC may upon written notice to the relevant Member: (i) decide not to approve their registration as a Member or (ii) revoke their Membership.
- Member agrees and verifies that even if they have omitted to provide TSC with any necessary personal information or other details, whether knowingly or unknowingly, they will hold TSC harmless against all liability for any damages that may occur to that Member or others because of that Member's actions or inactions (including but not limited to TSC being not liable for any rejection of an application for Membership and/or for an expulsion of an existing Member).
- TSC’s Membership Committee shall notify successful applicants or nominees in writing that their application or nomination for Membership has been successful and invite them to register as a Member.
- Unsuccessful applicants or nominees shall be informed by the Membership Committee that their application or nomination for Membership has not been successful at that time. TSC shall not be required to give any reasons to an applicant or nominee in the event of their application or nomination for Membership being unsuccessful.
- TSC reserves the right and shall be able to in any way cancel, suspend and/or restrict any Member’s Membership at any time and for any reason by written notice to that Member and in such circumstances TSC may in TSC’s absolute discretion refund any unused portion of the Membership Fees (although TSC shall not in any circumstances be obliged to refund all or any part of any Membership Fees).
- Members may receive additional membership benefits by referring friends, family and/or others to join and become a Member and these additional membership benefits are available if any referred person actually joins as a Member. Information about how and when a Member can qualify for these additional membership benefits through referrals is available from TSC upon written request.
4. Membership Terms and Conditions
- All admissions to the Membership are subject to a Member confirming their acceptance and continued compliance with these Terms and Conditions.
- Whilst at TSC events, activities and performances, a Member shall be required to comply with TSC’s Community Principles at all times.
- Each Membership Category will be subject to these Terms and Conditions and also maybe subject to additional Membership Category Terms. TSC may in its sole and absolute discretion and without any liability of whatever nature and howsoever arising change Membership Category Terms and/or benefits and/or features from time to time and will provide notice of such changes to the relevant Members.
- TSC will notify the Member of the Membership Category Terms which apply to their Membership Category as part of the Membership application or nomination process.
- A Member must immediately advise TSC of any changes to the Member’s details and/or any issues, problems or circumstances which may make the Member ineligible for any continued Membership.
5. Membership Fees
- TSC shall determine the Membership Fees from time to time in its sole discretion. From time to time TSC may increase the price of Membership and will notify you of when the increase will take place and the amount of the increase and your right to terminate your membership due to the price increase.
Any increase to the Membership Fees will be notified to a Member at least 30 days prior to the relevant increase (the one month notice period) and/or before renewal of your Membership under clause 7. If a Member does not agree with the increase then the Member can change or cancel their Membership within the one month notice period by writing to TSC at TSC’s then current address to change or cancel their membership. If you do not change or cancel their membership with the one month notice period due to the price increase as above then the price of your membership will increase in accordance with the notice to you.
If you are looking to upgrade your membership then there may be an administration fee charged at the point at which you upgrade.
- All Membership Fees are to be paid in advance (either annually or quarterly, as indicated in the Membership Category Terms applicable to the Member) in Euros on a date determined by the Membership Committee. All Membership Fees are non-refundable subject to clause 7.7.Your Membership Fees may be paid by Direct Debit in which case they will be collected monthly in advance with the first Direct Debit being collected within approximately 5 days of your Membership start date. Your second Direct Debit will be collected one month after you joined. Subsequent Direct Debit for monthly membership fees will be collected monthly thereafter. Each Direct Debit payment is non-refundable subject to clause 7.7.
A minimum of 12 monthly payment should be made by Direct Debit before this agreement and Terms and Conditions can be terminated by the Member subject always to the terms and conditions herein. Once a Member has paid 12 monthly Direct Debit payments then that Member can cancel this Agreement by providing TSC with 30 days prior written notice. The Member must not cancel their Direct Debit payment to TSC until and unless then final Direct Debit payment (being the 12th or later monthly Direct Debit payment) has been paid to TSC.
If any Direct Debit is returned unpaid or any cheque is returned unpaid or if any other form of payment is not honoured by a Member for whatever reason then the Member will pay TSC an administration fee which will be determined by TSC at the time but shall be no less than [100 EUROS].
If despite TSC having notified the Member of a missed payment, further payments are missed and/or not paid, TSC reserves the right at its sole and absolute discretion and without liability of whatever nature and howsoever arising, to either suspend or terminate the Member’s Membership upon having provided the relevant Member with notification that TSC intends to suspend or terminate that Member’s Membership.
- A Member acknowledges that their Membership shall only be confirmed by TSC on receipt of the portion of Membership Fees payable in advance upon becoming a Member (either annually or quarterly, as indicated in the Membership Category Terms applicable to the Member).
- A Member’s continued Membership is subject to payment of their Membership Fees in full and on time. Late fees will be payable by the Member to TSC if the Member fails to pay the Member’s membership fees and/or any other fees that may be due, owing or payable to TSC. If despite TSC notifying a Member that any payments due, owing or payable have not been paid and such fees are still not paid then TSC may upon written notice to the Member suspend or terminate the Member’s membership if the relevant payments are not paid within the time period specified by TSC. Early payment by a Member of any fees that are outstanding and due, owing or payable to TSC may at TSC’s absolute discretion reduce any late fees that may be due from the Member to TSC.
- TSC will charge administrative fees that are over and above the Membership fees for various administration and service activities and disbursements which are not included in the Membership and these will include (without limitation) administration fees and disbursements in relation to: (a) any fees payable to any bank in relation to processing by TSC of any payments made by applicants for Membership and/or Members; and (b) any fees suffered or incurred by TSC as a result of any payments not being successfully paid to TSC and/or showing up as unpaid such as with cheques or bank drafts which do not clear; and (c) any currency conversion charges and/or shortfalls and/or deductions and/or bank charges due to Membership Fees being paid in a currency other than Euros; (d) any legal and professional costs (including but not limited to the costs of any collection agencies or any similar organisations) in relation to dealing with issues relating to a Member including but not limited to non-payment, part payment or delayed of Membership fees and the recovery of any such Membership Fees by TSC.
- TSC reserves the right to and may at any time assign, novate, licence, sub-contract and/or transfer and in any way and in whole or in part all and/or any rights that it may have in collecting, receiving and/or obtaining all and/or any monies that may be due, owing or payable to TSC by a Member to any third party (including any collection agency or similar organisation) such that the relevant third party may process the Member’s details and contact and aim to collect any monies from the Member that may be due, owing or payable to TSC. By becoming a Member of TSC the Member hereby expressly agrees to this clause 5.6 and authorises TSC and/or any third party to contact them and engage in all activities and processing that may be required in relation to collecting monies from them in relation to the Member’s membership of TSC and/or use of Membership Services.
- The Membership shall run for 12 months and you will benefit from the Membership Benefits but if your membership lapses, when you renew the Membership it will run from the previous expiry date but you will not be able to make use of the benefits from the previous expiry date to the actual date of renewal. TSC therefore recommends that Members renew their Membership in the relevant expiry month so that Members get the full benefits of their Membership.
- A Member may pay their Membership Fees in Euros to TSC by direct debit or bank transfer. TSC does not accept the payment of Membership Fees by cash. TSC’s banks details are as follows. Please do not in any circumstances send any Membership Fees to any party that is not TSC (but which claims to be TSC) and/or which asks you to send money to a bank account with bank details that are not the ones below in relation to any fees that may be due, owing or payable to TSC.
TSC Bank details are:
ACCOUNT HOLDER: Teatro San Cassiano Group Ltd.
SORT CODE: 30-94-77.
ACCOUNT No.: 81124268.
- You will receive your Membership welcome letter and joining pack within 21 days of your Membership being confirmed by TSC and all fees having been paid in cleared funds regarding your Membership.
6. Membership Cards
- Upon admission to TSC, a Member will be issued with a membership card in a size, format and design determined by TSC. Such membership cards may not have the Member’s name and/or number and/or details printed on it.
- Where a Member loses their membership card, the Member should contact TSC for a replacement. A replacement card will then be issued. If a member loses their card more than once, any subsequent replacement membership cards will be subject to payment of a Euro 100 administration fee.
- A Member hereby expressly acknowledges and agrees that their Membership is not in any circumstances transferrable or assignable (in whole or in part), unless TSC expressly agrees otherwise in writing and in advance of any such proposed transfer or assignment
- A Member providing their membership card to non-members to gain access to TSC events, performances and activities will be subject to disciplinary action, including possible termination, suspension and/or restriction of their Membership as TSC determines in TSC’s absolute discretion.
- Upon termination or expiry of their Membership, a Member must return their membership card to TSC at TSC’s address as may be notified to the Member from time to time. TSC does not accept any responsibility for or in relation to any membership cards that are lost, stolen, defaced or destroyed. There will be a charge made for this issue of any replacement membership cards and this charge may change from time to time and the current charge is available upon request from TSC.
7. Membership Term, Renewal and Cancellation
- A Member’s initial Membership term shall be twelve months from the Membership Registration Date subject to these Terms and Conditions (including but not limited to clauses 7.2 and 7.5).
- Subject to the remaining provisions of this clause 7, a Member will have their Membership automatically renewed for a 12 months on each anniversary of their Membership Registration Date.
- Where a Member does not wish to renew their Membership, the Member must notify TSC in writing of their wish not to renew at least one month prior to the relevant anniversary of their Membership Registration Date.
- Where TSC has not received notification from the Member that they do not wish to renew their Membership within the above timeframe TSC shall automatically renew their Membership for a further 12 months, subject to the provisions of clause 7.5.
- Notwithstanding a Member’s wish to renew their Membership, TSC may in its sole discretion decide:
- not to renew any Membership, irrespective of whether the relevant Member is in breach of these Terms and Conditions or not; or
- to propose a change in the Membership Category of the Member.
- Where a Member wishes to cancel their Membership part way through any 12 month Membership period, TSC may terminate the Membership but the Member will still be liable for payment of the Membership Fees in full for the remainder of the relevant 12 month Membership period, unless TSC agrees otherwise in writing.
- As a Member you are entitled to cancel your Membership and receive a full refund within 14 days of completing your membership application form and being accepted by TSC as a Member. If you select to commence your membership immediately, or if you ask TSC to start your membership early, you agree that if you cancel your Membership within the 14 day period, you will be refunded any monies paid, less an amount for the membership you have already used commencing from the first day after joining.
- You Membership may also be immediately terminated by TSC upon notice to you in the event that:
- there is or is (in TSC’s opinion) likely to be a breach of these Terms and Conditions by the Member;
- the death of the Member;
- conviction of the Member of any criminal offence (except for minor driving offences such as parking tickets);
- the inability or unwillingness of the Member to pay the fees required in relation to the that Member’s Membership; and/or
- TSC believes (in its absolute discretion) that the Member (and/or any of the Member’s associated or connected persons or entities) has or may harm or damage the reputation of TSC and/or has or may harm in any way any of TSC activities, projects and/or events and/or may bring additional risks to TSC which TSC does not wish to suffer or incur (including but not limited to if an applicant for Membership and/or a Member is already or becomes politically exposed or subject to unfavourable press coverage that may bring TSC into disrepute); and/or
- there is or is (in TSC’s opinion) likely to be or may be any breach of the Community Principles;
- TSC believes that a Member has at any time made any statements (whether in writing or otherwise) to TSC and/or the Membership Committee which are incorrect, misleading and/or untrue (in whole or in part) or has failed to disclose facts or circumstances that are required to be disclosed as part of becoming a Member and/or remaining a Member; and/or
- TSC believes (in TSC’s absolute discretion) that you and/or your activities, conduct, behaviour and/or statements do not align with the spirit, values and/or ethos of TSC and/or the Membership and/or the Owners.
- In the event of termination or suspension of a Member then:
- all monies that may be due, owing and/or payable by the Member to TSC shall immediately be paid by the Member to TSC; and
- TSC shall, subject to clause 13, not in any circumstances be liable for and/or responsible for any consequences of termination or suspension regarding or relating to the Member’s termination or suspension including but not limited to any losses, damages, costs and/or expenses (of whatever nature and howsoever arising) that may have been suffered or incurred by the relevant Member and/or any third parties.
8. Termination and Suspension
- Where a Member is more than one payment in arrears on their Membership Fees, TSC may terminate their Membership upon 14 days’ written notice.
- Where a Member is in breach of these Terms and Conditions, TSC may by decision of the Membership Committee expel or suspend a Member from the Membership, provided that such Member has been given the opportunity by the Membership Committee to put their case to the Membership Committee in writing or at a face to face meeting (such format being at the Membership Committee discretion).
- If TSC and/or the Membership Committee do decide to terminate your Membership then you must not in any circumstances re-apply for Membership in your name and/or in the name of any other person as unfortunately you will not be welcome in the TSC community.
- TSC may in its sole and absolute decide (without liability of any nature and howsoever arising) to terminate your Membership and/or all Memberships and/or all and/or any of these Terms and Conditions if for any reason TSC in its sole and absolute discretion decides to delay, stop, abandon and/or change any of the projects that it is involved with and/or that it intends or anticipates being involved with and in these circumstances TSC will provide you with details of its decision.
9. Grace Period
- A Member may by written notice to the Membership Committee request a grace period of up to six-months from the Membership with a suspension of all Membership Benefits and Membership Fees except the Membership Fees which have accrued prior to the date of the grace period.
- The Membership Committee retains sole discretion over whether to grant a Member a grace period from their Membership.
- A Member may only be granted a grace period once every five years, unless there are exceptional circumstances and the determination of whether exceptional circumstances apply shall be at the sole and absolute discretion of TSC.
10. Membership Category Change
- A Member by written notice to TSC (through the membership team) may request a change in their Membership Category. TSC shall at its sole discretion decide whether to approve or decline the request.
- Where a Member has their Membership Category altered, the Membership Benefits and Membership Fees for the remainder of the current membership period of 12 months shall be revised and such revision shall apply for future membership periods of 12 months.
- The Owners retain control and responsibility for the conduct and operation of TSC.
- The Owners shall make all decisions on all matters apart from those specifically delegated to the Membership Committee or the membership team.
- The Owners at its discretion may delegate such responsibilities and powers to committees within TSC as they deem appropriate.
- TSC may from time to time engage sub-contractors to provide goods and/or perform services for or on behalf of TSC in relation to providing goods and/or services (including but not limited to Membership Services) to Members and you hereby expressly agree and authorise TSC to share any details (including personal data) with any such third parties to the extent that this may be required in order for TSC to provide you with goods and/or services (including but not limited to the Membership Services).
12. Membership Committee
- The Owners shall appoint the Membership Committee annually, which shall be constituted of at least five members of TSC’s management or personnel or other individuals that the Owners deem appropriate.
- No Members shall be entitled to be appointed to the Membership Committee.
- Decisions of the Membership Committee shall be made on a unanimous basis or as otherwise determined by the Owners and/or Membership Committee from time to time.
- The Membership Committee shall meet as often as the business of TSC may require.
- All decisions of the Membership Committee shall be subject to and may at any time be vetoed or be declared null and void by TSC and/or the Owners. The decisions of TSC and the Owners shall be binding on Members and the decisions of the Owners shall prevail in all circumstances.
- The Owners decision in relation to appointing and not appointing Members, Membership Services and any other matters relating to or connected with TSC shall be final.
- Nothing in these Terms and Conditions limits or excludes TSC’s liability for death or personal injury caused by TSC’s negligence or any other liability to the extent to which it which cannot be limited or excluded by applicable law including for any fraudulent misrepresentations and/or excluding or limiting any statutory rights of consumers.
- TSC shall not be liable to any third party (including any applicants for Membership and/or Members) whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:
- loss of profits (whether direct and/or indirect);
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill or reputation; and/or
- loss or corruption of software, data (including personal data) and/or information.
- Except as set out above in clause 13.1 and 13.2, TSC’s total maximum aggregate liability (which shall include all liability of any party that is acting for or on behalf of TSC in relation to or in connection with providing any of the TSC goods and/or services) to a Member arising or in connection to a Membership or use of goods and/or services provided by TSC or for or on behalf of TSC in contract, tort or otherwise shall not in any circumstances exceed the higher of the annual Membership Fees paid by the Member to TSC or £10,000.
- A Member acknowledges they are responsible for themselves and their personal property and belongings whilst at TSC events, performances and activities (and the wellbeing of their guests and personal property and belongings of their guests) and TSC shall not be responsible for any loss or damage howsoever caused to Members and their guests and a Member’s (or their guests) personal property or belongings whilst at TSC events, performances and activities or whilst using the Membership Services and/or attending or becoming involved in any TSC events and/or performances and/or activities subject to the provisions of these Terms and Conditions (including clause 13.1).
- Each applicant for Membership and each Member hereby agrees that:
- they have carefully read and understood these Terms and Conditions;
- they have had the opportunity to seek and take legal and other professional advice in relation to these terms and conditions;
- they hereby confirm that these Terms and Conditions are reasonable; and
- they have applied for Membership and/or become a Member in their own personal, business and/or commercial interests; and
- all officers, employees, directors and sub-contractors of TSC and/or any party that is engaged by TSC to provide goods and/or services for or on behalf of TSC shall be able to and shall benefit from all of the limitations and exclusions of liability in these Terms and Conditions as if they were TSC.
14. Community Rules
- TSC recognizes that its success is built upon Members’ feeling valued and engaged. Members are encouraged to share suggestions and comments on ways to improve TSC although all decisions and activities relating to TSC and its activities shall be made by TSC in TSC’s sole and absolute discretion.
- Whilst using the Membership Services the Member:
- must comply with all applicable laws;
- must interact with TSC and the Membership Committee and all staff at TSC in a respectful and non-troublesome and non-threatening way;
- must have their own TSC account and select a unique username and password. TSC will not be responsible for any losses, damages, costs and/or expenses of whatever nature and howsoever arising that you may suffer and/or incur as a result of using your account except as provided for in clause 13 and you will remain fully responsible at all times for the use of your account. You will be responsible to TSC and/or third parties at all times for all activities relating to the use of your account;
- must not share your TSC account password with anyone else and the Member shall be fully and completely responsible for any activities that occur on the Member’s account with that password. If a Member realises or becomes aware that there is any unauthorized use or activity in relation to a Member’s Membership and/or account (including but not limited to any breach or security or disclosure of the Member’s password) then the Member must immediately notify TSC in writing;
- must not permit a child under the age of 18 to use or publish information or post content through your TSC account;
- must provide valid and complete contact information, including a valid email address and must keep your details up to date including by promptly notifying TSC of any changes (and in any event at the latest within 7 days of making any changes);
- must not select a username and/or password that is hateful, obscene, or otherwise inappropriate, as determined by TSC, in its sole discretion;
- must never misrepresent your identity to TSC, to other users and/or third parties in relation to or in connection with your Membership;
- must not in any way interfere or attempt to interfere with the Membership Services, including using any software program, virus or routine to block, obscure, modify any TSC content or web pages, or to destroy or damage or adversely affect another person’s software, hardware, or telecommunications equipment;
- must not in any way attempt to or actually interrupt, change, negatively impact and/or alter the Membership Services;
- must not use the Membership Services and/or any of the TSC and/or Membership Services content and/or names and/or brands and/or performances in any way that breaches applicable law and/or breaches or infringes the rights of TSC and/or any third parties;
- must not use the Membership Services and/or any TSC and/or Membership Services content and/or names and/or brands and/or performances in any way that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
- must not in any way use, process, display, copy, publish, distribute, re-sell, perform and/or create derivative works from any goods and/or services that are provided to you by TSC and/or as part of the Membership Services unless and to the extent that this is expressly permitted in these Terms and Conditions.
- While using the Membership Services the Member must not in any way:
- post or share any content that is illegal, threatening, harmful, abusive or otherwise objectionable, including content or communications that are degrading, defamatory, vulgar, hateful, libellous, fraudulent, obscene, pornographic, sexually explicit, sexist, racist, or invasive of another's privacy;
- stalk, harass, threaten or verbally attack any user or TSC employee or third party, or abuse TSC resources, events and/or performances, such as deliberately or intentionally misusing a TSC’s employee’s time or disrupting any TSC activities;
- post any information or communication that you know is false or misleading, including impersonating any person, misrepresenting your affiliation with any person or entity (including TSC), falsely claiming an endorsement that you do not have, or misrepresenting that you are an employee or representative of TSC;
- post or share content containing any person’s personal, proprietary, or confidential information (including but not limited to any confidential information that is provided to you by TSC and/or in relation to or in connection with your use of the Membership Services) such as photos of living individuals, sensitive financial information, or a person’s address, phone number, or email address. In any event and in the case of minors, you’ll need the consent of their parent or guardian;
- use your TSC account or the Membership Services (or any information obtained through the Membership Services) to post or make available any advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation.
- TSC may amend or change these Terms and Conditions or the Community Principles at any time upon prior written notice to the Members at its absolute discretion and/or by adding notifications of changes on the TSC website and/or by publishing changes to these Terms and Conditions on TSC’s website. Members must regularly check the TSC website and/or the current terms of membership regarding their Membership to see if there have been any changes. Members expressly agree that by continuing their Membership they agree to such changes and Members must in any event comply with and adhere to these Terms and Conditions including any such changes to these Terms and Conditions.
- TSC may assign the benefit of all and/or any part of these Terms and Conditions and/or its rights hereunder to any third party upon prior notice to each Member.
16. Complaints and Disputes
- If a Member has any reason to complain then the Member should in the first instance contact our Finance Officer at email: [firstname.lastname@example.org]. In the event that the support team at TSC cannot resolve your matter, you may make a further complaint to the CEO of TSC.
- TSC shall endeavour to answer all complaints within 10 working days of receipt of the complaint in writing by TSC but answers may take up to 28 working days.
- Any dispute as to the interpretation of these Terms and Conditions and any complaints which cannot be resolved as per clauses 16.1 and 16.2 shall be referred to the Owners whose decision shall be final.
17. Data Privacy and Intellectual Property and Confidentiality
The Member hereby agrees that TSC’s name, services, and any logos, designs, text, graphics, software, content, files, materials and confidential information (as may exist or be developed from time to time), and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trade marks, proprietary or other rights arising thereof that may exist from time to time (all and/or any such rights and/or any part thereof being referred to herein as “TSC IP”), are owned entirely by TSC or TSC’s affiliates, licensors, or suppliers.
The Member expressly agrees not to do anything inconsistent with TSC’s ownership of all of TSC IP . The Member further agrees that the Member shall not and shall not attempt to breach or infringe any of TSC’s rights in TSC IP and the Member have no rights, title, or interest of whatever nature and howsoever arising in relation to TSC IP, the Member’s Membership and/or to any Membership Services, except as expressly stated in these Terms and Condition. In addition, except as expressly set forth in these Terms and Conditions, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any TSC IP and/or any patent, trade mark, copyright, or other proprietary rights of TSC or any third party. All rights that are not expressly granted by TSC to the Member in these Terms and Conditions are hereby expressly reserved by TSC.
For any Membership Services which enable you to use any software, content, equipment or other physical or non-physical materials owned or licensed by TSC, TSC hereby grants the Member in accordance with and subject to the terms and conditions herein a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials for the Member’s own personal and non-commercial use only.
You are prohibited from, and expressly agree that you will not:
- circumvent or disable any content protection system or digital rights management technology used with or in relation to any Membership Services;
- decompile, reverse engineer, disassemble or otherwise reduce any Membership Services to a human-readable form;
- remove identification, copyright, or other proprietary notices in or on the Membership Services;
- access or use any Membership Services in an unlawful or unauthorized manner, or in a manner that suggests an association with TSC content, products, services or brands;
- use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any Membership Services or any part thereof, except as expressly authorized in these Terms and Conditions or as part of the Membership Services provided to you;
- introduce a virus or other harmful component, or otherwise tamper with, impair, or damage any Membership Services or connected network, or interfere with any person or entity's use or enjoyment of any of the Membership Services;
- access, monitor, or copy any element of the Membership Services using a robot, spider, scraper or other automated means or manual process without our express written permission; and/or
- sell, resell, or make commercial use of the Membership Services.
- TSC and the Member agree to keep any Confidential Information that is obtained about the other strictly confidential. “Confidential Information” means any information or matter concerning the business, finances, technology or affairs of the other party to the extent that this information is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law or which has to come into the public domain other than by breach of this clause. This clause shall survive termination of these Terms and Conditions.
18. Entire Agreement
- The Member does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently and whether in writing) of any person (whether a party to this Agreement or not) (Representation) other than as expressly set out in this Agreement.
- The Member agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Agreement.
- The terms and conditions in this Agreement shall in all circumstances prevail over and replace any terms and conditions presented or used by the Member including any terms and conditions in any purchase order and/or document that may relate to the subject matter of this Agreement.
- Nothing in this clause shall limit or exclude any liability for fraud.
19. Severance and Waiver
- If any provision or part-provision of these Terms and Conditions are or become unenforceable, it shall be deemed modified (or, if not possible, deleted) to the minimum extent necessary to make it enforceable, which shall not affect the enforceability of the rest of these Terms and Conditions.
- No failure or delay by TSC to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy and nor shall it prevent or restrict the further exercise of that or any other right and/or remedy by TSC.
- Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service to TSC at the address state above or to the Member at the address stated in their Membership Application Form (as maybe updated on notice to TSC from time to time) or sent by email to TSC at email@example.com or to the Member to the email address specified in their Membership Application Form (as maybe updated on notice to TSC from time to time).
- delivered by hand or by pre-paid first-class post or other next working day delivery service to TSC at the address state above or to the Member at the address stated in their Membership Application Form (as maybe updated on notice to TSC from time to time) or sent by email to TSC at firstname.lastname@example.org or to the Member to the email address specified in their Membership Application Form (as maybe updated on notice to TSC from time to time).
- Any notice shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt;
- if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service; and
- if sent by email, at the time of transmission.
- This clause 20 does not apply to the service of any proceedings or other documents in any legal action or any method of dispute resolution.
21. Third Parties
- TSC may integrate some Membership Services into or provide Membership Services in connection with third-party websites, services, content, and/or materials ("External Provider Services"). TSC do not control any External Provider Services.
- TSC make no claim or representation regarding the External Provider Services and accept no responsibility for, the quality, content, nature, or reliability of External Provider Services accessible from or provided by TSC websites, application, software or any other element of the TSC Membership Services.
- A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
22. Governing Law
- These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with their subject matter or formation shall be governed by and construed in accordance with the law of England.
- TSC and a Member each agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) relating to these Terms and Conditions or their subject matter or formation provided always that TSC may make any claims and/or take any action (including but not limited to instigating any legal proceedings or claims) in any jurisdiction where TSC decides that it may need to invoke, protect and/or enforce any of its rights and/or remedies,.