1. NAME AND REGISTERED OFFICE
1.1. British Measurement and Testing Association (“BMTA”) is a company limited by guarantee (Company Number 02574907).
1.2. The registered office of BMTA is Surrey Technology Centre, Surrey Research Park, 40 Occam Road, Guildford, Surrey GU2 7YG.
2. RESPONSIBILITY OF BMTA
2.1. The principal objectives of BMTA shall be as follows:
2.1.1. To develop and represent the interests of the Measurement and Testing Industry in the United Kingdom
2.1.2. To provide a forum for the exchange of views as well as facilitate and promote interest in and research into the Measurement and Testing Industry and all aspects of measurement and testing science and technology.
2.1.3. To disseminate up-to-date information on measurement and testing
2.1.4. To support the development of both measurement and testing standards.
2.1.5. To promote education and training in the fields of measurement and testing, and to provide, promote and administer courses of instruction, conferences and seminars.
3. RESPONSIBILITY OF MEMBERS
3.1. Each member:
3.1.1. will engage with BMTA in a spirit of cooperation and propriety;
3.1.2. will make available to BMTA on request information relating to its turnover, and the number of its employees for the purpose of allowing BMTA to calculate an accurate Membership Fee;
3.1.3. will throughout the duration of the Membership Period, respect and adhere to all applicable laws and regulations (including in particular competition laws) and BMTA's own policies and guidance;
3.1.4. will not do anything which may, in the reasonable opinion of BMTA, damage the reputation of BMTA or otherwise bring BMTA into disrepute;
3.1.5. will ensure that it complies (and that its employees comply) with the terms of this Membership Agreement.
4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
4.1. BMTA (or its third party licensors) own all patents, domain names, registered designs, unregistered design rights, copyrights, database rights, topography rights, trademarks, trade names, logos, trade secrets and know how, moral rights, applications for any of the above and the right to make applications and any and all other intellectual or industrial property rights of any description (or rights of a similar nature) anywhere in the world (i) existing now or at any time in the future and (ii) whether registered or unregistered or registrable or not ("Intellectual Property Rights") in any reports, newsletters, event materials, software, data, advertising, brochures, publicity material, websites, branding, logos, and any other materials provided to the member by BMTA in connection with the membership services (the "Materials").
4.2. In consideration of the acceptance by the member of the obligations and restrictions within this Membership Agreement BMTA hereby grants to the member a revocable, non- exclusive, non-transferable licence for the duration of the Membership Period to use the Materials for or in relation to the receipt of the Membership Services.
4.3. The member shall be entitled to use, copy and reproduce the Materials for its own internal business purposes only, but shall not otherwise use or share the Materials without obtaining prior approval in writing from BMTA. In particular the member shall not be entitled to use the Materials for any commercial purpose.
5.1. BMTA shall provide the Membership Services with reasonable care and skill.
5.2. The member agrees that, where Membership Services include any opinion, analysis, prediction or assessment of facts or circumstances (“Opinions”), such Opinions represent BMTA's subjective views based on the facts or information available or circumstances known to it at the relevant time, which may not always be correct and/or may change. The Member shall not rely on the Opinions and shall draw its own conclusions regarding such opinions using its own skill and judgement.
5.3. Whilst BMTA shall use its reasonable endeavours to ensure that the Materials are accurate, it cannot guarantee the accuracy of any Materials. BMTA accepts no liability for any loss or damage whatsoever sustained by a member as a result of using or relying on the Materials or any Opinions.
6.1. BMTA offers two principal classes of membership;
6.1.1. Ordinary Members who shall either be involved in the use, science or technology of measurement and/or testing, or who have an interest in measurement or testing.
6.1.2. Honorary Members (whether or not eligible for Ordinary Membership) who shall be such eminent persons connected with the Industry as the Council shall elect as such.
6.2. The member will be entitled to such Membership Services as are agreed at the Membership Start Date.
6.3. BMTA Council has the authority to admit or refuse to admit a member into any class of membership of BMTA (and, in that respect, may designate new classes of membership with rights and obligations as it, in its sole discretion, may determine). BMTA therefore reserves the right to reclassify a member, or restructure its classes of membership, at any time by giving written notice to a member. BMTA will use its reasonable endeavours to ensure that such reclassification or restructuring does not materially impact on the provision of the Membership Services.
6.4. No right or privilege of membership is transferable or transmissible by the member unless expressly set out in this Membership Agreement or agreed in writing by the BMTA.
7. MEMBERSHIP FEES
7.1. BMTA determines the Membership Fee to be paid by any member or class or category of members and the time or times at which such Membership Fees shall be payable. Categories of membership depend on the number of full time employees in the member organisation.
7.2. The member acknowledges that in order to renew its membership of BMTA, it may be required to pay a higher Membership Fee than it did on the Membership Start Date.
7.3. It is a condition of membership that members pay their Membership Fees within the Invoice Period. Failure to pay the Membership Fee within the Invoice Period will entitle BMTA to suspend the member's access to the Membership Services until such payment has been made.
7.4. All payments shall be in Pounds Sterling by electronic transfer to such bank account as BMTA may from time to time notify the member.
7.5. In the event of late payment of the Membership Fee, without prejudice to BMTA's other rights and remedies under this Membership Agreement, BMTA reserves the right to charge interest on any late payment at a rate of 4% per annum (calculated daily) above the base rate of the Bank of England from time to time from the relevant payment date until payment is received in full.
8.1. Nothing in this Membership Agreement excludes or limits either party's liability for:
8.1.1. death or personal injury caused by its negligence;
8.1.2. fraud or fraudulent misrepresentation;
8.1.3. any liability which cannot legally be excluded or limited.
8.2. Subject to Clause 8.1, BMTA is not liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with this Membership Agreement for:
8.2.1. any loss of profit, revenue, business, goodwill or anticipated savings (whether direct or indirect); or
8.2.2. any indirect, special or consequential loss or damage, howsoever arising.
8.3. Subject to Clause 8.1 and 8.2, BMTA's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with this Membership Agreement shall not exceed the Membership Fee paid or payable by the member for the year in which the claim arose.
9.1. Each party shall keep and procure to be kept secret and confidential the provisions of this Membership Agreement and all information which is secret or otherwise not publicly available (in both cases either in its entirety or in part) including commercial, financial, marketing or technical information, know-how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Membership Agreement ("Confidential Information") belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Membership Agreement and shall not use nor disclose the same save for the purposes of the proper performance of this Membership Agreement or with the prior written consent of the other party.
9.2. The parties may disclose Confidential Information to an employee, consultant, sub- contractor or agent to the extent necessary for the performance of this Membership Agreement provided such disclosure is subject to obligations equivalent to those set out in this Membership Agreement. Each party shall use its best endeavours to procure that any such employee, consultant, sub-contractor or agent complies with such obligations. Each party will be responsible to the other party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.
9.3. The obligations of confidentiality in this Clause shall not apply to:
9.3.1. any information in the public domain, except where it has entered the public domain as a result of a breach of this Membership Agreement;
9.3.2. information obtained by a third party who is free to divulge the same;
9.3.3. information required to be disclosed by law; or
9.3.4. disclosure of any information by the member or BMTA to its professional advisors, any regulatory authority or statutory auditors; or any disclosure required by an order of any court of competent jurisdiction, or in pursuance of any procedure for disclosure of documents in any proceedings before any such court, or pursuant to any law or regulation having the force of law in any country.
10. FORCE MAJEURE
10.1. BMTA shall not be in breach of this Membership Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Membership Agreement if such delay or failure result from any event outside its reasonable control, including act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, locks outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services (a "Force Majeure Event").
10.2. If BMTA is affected by a Force Majeure Event it shall notify the member in writing of the matters constituting the Force Majeure Event and shall keep the member fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues.
10.3. If affected by a Force Majeure Event BMTA shall take all reasonable steps available to it to minimise its effects on the performance of its obligations under this Membership Agreement.
11.1. Any Member may withdraw from the Association by giving at least three months notice in writing duly signed to the Secretary and thereupon such Member shall be deemed to have ceased to be a Member from the expiration of their annual membership. For the avoidance of doubt where notice is given on or after the 1st October members remain liable for their membership fees for the subsequent year.
11.2. A member shall be entitled to terminate this Membership Agreement at any time during the Membership Period by giving to BMTA at least three months notice in writing to the Secretary (such notice to be given no later than the 30th September) and on paying any unpaid subscription due in respect of the Membership Period and previous Membership Periods and any contributions which the member shall have given any undertaking to make. For the avoidance of doubt where notice is given on or after the 1st October members remain liable for their membership fees for the subsequent year.
11.3. If any member fails to pay their Membership Fee within the Invoice Period then BMTA may send a notice in writing calling the member’s attention to such failure. If the Membership Fee is not paid within three months after the expiry of the Invoice Period, then BMTA shall be entitled to suspend this Membership Agreement.
11.4. Either party may terminate this Membership Agreement (in whole or in part) without liability and with immediate effect by giving written notice to the other party if the member:
11.4.1. commits a material breach of any of its obligations under this Membership Agreement which is (a) incapable of remedy; or (b) which is capable of remedy and it fails to remedy it or persists in such breach after 30 days of having been required in writing to remedy or desist;
11.4.2. suspends, or threatens to suspend, payment of its debts (whether principal or interest) or is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; enters into liquidation or any composition with its creditors; has a resolution passed to wind up (except for amalgamation or re-construction); has a receiver, administrator or administrative receiver appointed over all or any part of its assets; or ceases permanently to trade or appears in the reasonable opinion of the party wishing to terminate likely or is threatening to cease to do so.
12.1. This Membership Agreement is personal to the member. The member may not assign, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Membership Agreement without the prior written consent of BMTA.
12.3. A person who is not a party to this Membership Agreement has no rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of this Membership Agreement.
12.4. This Membership Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes any prior arrangement, understanding written or oral agreements between the parties in relation to such subject matter.
12.5. The parties acknowledge that this Membership Agreement has not been entered into wholly or partly in reliance on, nor has either party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in this Membership Agreement.
12.6. Each party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind this Membership Agreement which it might otherwise have had in relation to them.
12.7. All warranties, conditions, terms and representations not set out in this Membership Agreement whether implied by statute or otherwise are excluded to the extent permitted by law.
12.8. Any notices sent under this Membership Agreement must be in writing and may be served by personal delivery or by sending the notice by special delivery at the address given in this Membership Agreement or at such other address as the relevant party may give for the purpose of service of notices under this Membership Agreement and every such notice shall be deemed to have been served upon delivery if served by hand or at the expiration of two days after despatch of the same if delivered by special delivery.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1. This Membership Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
13.2. The parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Membership Agreement or its subject matter or formation (including non-contractual disputes or claims).