TERMS & CONDITIONS
The Small Print
SDSA membership terms
Your attention is particularly drawn to the provisions of clause 3 (SDSA Membership) and clause 8 (Limitation of Liability).
1. ABOUT US
1.1 Company details. The Driving Skills Agency Limited (company number 05717846) trading as The Specialist Driving Skills Agency (we and us) is a company registered in England and Wales and our registered office is at 59-61 Charlotte Street, St Paul’s Square, Birmingham B3 1PX. Our email address is [email@example.com
2. OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions (Terms) set out the basis on which you will be an SDSA member (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to your SDSA membership. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. SDSA membership
3.1 SDSA Membership. As an SDSA member you will subject to the terms of this Contract have the benefit of insurance cover under the public liability and professional indemnity insurance (SDSA Insurance) which we arrange for our members whilst you are undertaking activities for which you have (at the time of the activity concerned) a current SDSA certification.
3.2 SDSA Insurance. We are not an insurance company. We arrange the SDSA Insurance for SDSA members. We do not provide the SDSA Insurance ourselves. The insurance cover provided to members under the SDSA Insurance is subject to the terms on which the cover is provided from time to time by the insurer providing the policy. Details of the insurance cover provided currently to SDSA members is available at http://www.sdsa.eu/sdsa-public-liabilityprofessional-indemnity-insurance.html. The amount of insurance cover under the SDSA Insurance to which you are entitled as an SDSA member in any year of membership (Membership Year) will depend on the level of SDSA membership you select and the annual membership fee you pay for that Membership Year.
3.3 Membership Commencement and Renewal. Your SDSA membership will commence on the commencement date we notify to you [by email] if we accept your completed membership application (Commencement Date). Unless cancelled in accordance with clause 4 your SDSA membership will continue until the date (the Renewal Date) on which the SDSA Insurance ends (this date is currently 31 May in any year but may be subject to change). On the Renewal Date your SDSA membership will end unless: (i) we have notified you that the SDSA Insurance has been renewed; (ii) you have notified us in writing that you wish to renew your SDSA membership; and (iii) you have paid your Annual Membership Fee for the next Membership Year.
4. CANCELLING YOUR sdsa membership
4.1 You may cancel your SDSA membership at any time by giving us written notice but you will not be entitled to a refund of the Annual Membership Fee you have paid for the Membership Year during which cancellation occurs.
4.2 Where you cancel your SDSA membership, we will email you to confirm we have received your cancellation.
4.3 We may cancel your SDSA membership and terminate this Contract at any time immediately by giving you written notice if: (i) you fail to pay your Annual Membership Fee when due for payment; or (ii) you commit a material breach of any term of this Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so.
5. ANNUAL MEMBERSHIP FEE
5.1 In consideration of you becoming an SDSA Member you must pay the annual membership fee (Annual Membership Fee) in accordance with this clause 6 on the Commencement Date and (provided the SDSA Insurance is renewed and you have notified us that you wish to renew your SDSA membership) each Renewal Date.
5.2 The Annual Membership Fee payable is determined by the amount of cover under the SDSA Insurance you select. The Annual Membership Fees payable are as quoted on our website at the time you submit your completed membership application form (where you are becoming an SDSA member for the first time) or (in all other cases) on the Renewal Date of your membership. If the period of your SDSA membership is less than 12 months, the amount of the Annual Membership Fee you pay will be adjusted proportionally to reflect your period of SDSA membership.
5.3 If you wish to change the amount of your cover under the SDSA Insurance you must notify us in writing prior to the Renewal Date and if we agree you will pay the Annual Membership Fee applicable to the level of cover you have selected.
5.4 Our fees are exclusive of VAT. Where VAT is payable you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the fees concerned.
6. HOW TO PAY
6.1 Your Annual Membership Fee is payable as a single lump sum on the Commencement Date or applicable Renewal Date as the case may be.
6.2 Unless we agree otherwise, you must pay your Annual Membership Fee by bank transfer to our nominated bank account.
6.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies, you will have to 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 6.3 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.4 You shall each pay all amounts due under the Contract in full without any set-off, counterclaim,
7. HOW WE MAY USE YOUR PERSONAL INFORMATION
8. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.1.1 death or personal injury caused by negligence; and
8.1.2 fraud or fraudulent misrepresentation.
8.2 Subject to clause 8.1 we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
8.2.1 loss of profits;
8.2.2 loss of sales or business;
8.2.3 loss of agreements or contracts;
8.2.4 loss of anticipated savings;
8.2.5 loss of or damage to goodwill; and
8.2.6 any indirect or consequential loss.
8.3 Subject to clause 8.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited in aggregate in any Membership Year to an amount equal to the Annual Membership Fee paid by you for that Membership Year.
8.4 This clause 8 will survive termination of the Contract.
9.1 We and you each undertake that we and you will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 9.2.
9.2 We and you each may disclose the other's confidential information:
9.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We and you will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9.2; and
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Each of we and you may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
10. COMMUNICATIONS BETWEEN US
10.1 When we refer to "in writing" in these Terms, this includes email.
10.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
10.3 A notice or other communication is deemed to have been received:
10.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
10.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
10.3.3 if sent by email, at 9.00 am the next working day after transmission.
10.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
10.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
11.1 Assignment and transfer. You may not assign or transfer your rights or obligations under this Contract to another person.
11.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
11.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
11.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
11.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
11.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.