JASP Terms and Conditions.
1. Who we are
1.1 These terms and conditions, together with the supplementary Membership Application Form (the “Application Form”) (together being the “Terms“) form the basis of the contract through which the Jersey Association of Sustainability Practitioners (“JASP“, “we“, “us” or “our”) will deliver our membership services (the “Services” or “Membership”) to you (“you”) as a member of the JASP (“Member“). Any definition of the JASP in these Terms may, at the JASP’s discretion (and upon notice to you in accordance with clause 2.9) also refer to any and all of the JASP’s designated subsidiaries, affiliates, partners, licensees, franchisees and/or any other connected entities as may be notified to you from time to time in accordance with clause 2.9.
1.2 The JASP is registered as a Non Profit Association under the Non Profit Organisations (Jersey) Law 2008 under registration number NPO-7088. Our principal place of business is First Floor, Forum 4, Grenville Street, St Helier, JE3 7YX You can contact us by emailing us at info@JerseySustainability.com.
1.3 Please read these Terms carefully before applying to become a Member of the JASP. In consideration of us accepting your application to become a Member and enabling you to access the Services, you agree to be bound by these Terms. Your attention is particularly drawn to the limitations and exclusions of liability set out in clause 11.
2. Membership and your contract with us
2.1 When you click to submit your Application Form online, with details of your application to be a Member, you are making an offer to subscribe to the Services in accordance with these Terms.
2.2 Our acceptance of your offer will take place once:
(a) payment of the Membership Fee (as defined in clause 5) has been received by us for the Services in full OR at a pro-rated value based on an April year end; and (b) our internal checks of your identity, and the credentials you have provided to apply for the relevant membership level have been completed to our reasonable satisfaction;; and
(c) we confirm in writing (by e-mail to the e-mail address specified in your Application Form or by post if you do not hold an email address) our acceptance of your application to be a Member, it is important that you notify us if your email address changes, as set out in clause 2.9 below.
Subject to the successful carrying out of our internal checks as detailed in clause 2.2, once you have submitted the Application Form to us and accepted these Terms, a contract will come into existence on these Terms between you and the JASP (the “Commencement Date“). Please note that acknowledgement by us that your Application Form has been received and is being processed should not be treated as confirmation that the contract between you and the JASP has yet formed.
2.4 You acknowledge and agree that you do not have any unspent criminal convictions (other than for traffic offences), you are not an undischarged bankrupt, you are not disqualified (by court order or voluntary undertaking) from being a director of any company or prohibited by law from being a director and you undertake to inform the JASP Company Secretariat without delay if this position ever changes.
2.5 If we accept your application to be a Member, but it subsequently turns out that any or all of the information provided by you was misleading or false, we reserve the right to revoke your Membership with immediate effect, without the right of appeal and clause 13 below will apply.
2.6 We reserve the right to refuse any Membership Application at our complete discretion. If we refuse your Membership Application, we will inform you of our decision to do so as soon as reasonably practicable.
2.7 Subject to any early cancellation or termination rights in accordance with these Terms, your Membership will start on the Commencement Date and will last for a period of 12 months, unless otherwise stated in writing by us (the “Subscription Period”).
2.8 Membership of the JASP is on an individual or corporate basis. We may, at our complete discretion, offer discounts to members that are experiencing financial difficulties. Please see our website for further information. However, you may not transfer your Membership to or share your access to any Services with or, save for the sole purpose of administering your Membership, share your JASP login details with, any other individual (regardless of whether that individual may be based in the same organisation as you).
2.9 All updates and membership information will be sent via email. Communications will be sent to you at the email address specified in your Application Form. We accept no responsibility or liability if you do not update the details specified in your Application Form with your current email. If you do not hold an email address, we will contact you via telephone to obtain a postal address to communicate with you.
3. Cooling off period
3.1 We offer a 14 days’ cooling off period for new members, effective from the Commencement Date (“Cooling Off Period”) (or from the date of renewal of a Membership in accordance with clause 8.3). During this Cooling Off Period you will be allowed to change your mind and cancel your Membership. If you wish to cancel your Membership, we must receive notification from you within the Cooling Off Period in writing, by email.
3.2 In the event of you exercising your rights during the Cooling Off Period, where you have been issued with any documentation or benefits this must be returned to us within 7 days of the date of receipt and acknowledgement of the cancellation of your Membership, in the same condition as it was received. You will be liable for the cost of postage and packing applicable to the return of the documentation, as well as the cost of any Services that you use prior to your Membership being cancelled (such cost to be determined by the JASP, acting reasonably).The remainder of your Membership Fee will be refunded to you.
4. Membership benefits
4.1 Membership packages (including applicable benefits (“Membership Benefits”)) may vary according to the category of Membership held. Subject always to these Terms and any amendments notified from time to time, the details of our current Membership packages applicable from time to time, including all applicable Membership Benefits and grading are set out on our website.
4.2 Use of any Membership Benefits are strictly limited to named Members only.
4.3 We may change and/or withdraw any and all Membership Benefits that apply to your Membership at any time. We will provide you with 30 days’ notice in advance of any changes to the Membership Benefits which we consider will materially disadvantage you, or materially impact on the particular category of Membership held by you.
4.4 Specific terms and conditions may apply to individual Membership Benefits. Where that is the case, you will be asked to accept those terms and conditions prior to subscribing for, or purchasing that particular Membership Benefit.
5. Payment of the Membership Fee
5.1 The fees for the Services consist of a subscription fee (the “Membership Fee”).
5.2 The Membership Fees and any payment terms which are displayed on the JASP’s website will prevail at all times in relation to orders for Services that are placed on-line.
5.4 We may update the Membership Fees and payment terms set out on our website and our Application Form at any time. We will provide members advance notice of changes to membership fees, via the email address they have provided.
5.5 The Membership Fee you pay is fixed during the term of a Subscription Period; we may increase it on renewal in accordance with clause 8 below. If we discover an error in the price of your Membership, we will inform you as soon as is reasonably possible.
5.6 Before your Membership can be accepted, we must receive payment for the Membership Fee in full (by bank transfer).
6. Changing membership packages
6.1 Members may upgrade their current Membership package to an increased level of Membership package (if such a package exists at any time) upon giving 7 days’ notice, in writing. You may not downgrade your Membership package and Members wishing to do this will not be entitled to any refunds of their Membership Fee. At the point of our acceptance of such new Membership package, you acknowledge and agree that a new Subscription Period will begin which will supersede the previous Subscription Period (unless the JASP, in its absolute discretion, decides otherwise , whereby a written confirmation will be sent advising of the increase in membership package and the fact that the new subscription period has begun.).
7. Cancellation and refunds
7.1 You may cancel your Membership at any time. However, you agree that save for cancellations occurring within the Cooling Off Period you are liable to pay us for the Membership Fee for the entire Subscription Period and there will be no refund due to you of your Membership Fee or any other costs if you cancel your Membership prior to the end of the Subscription Period.
8. Renewal of your Membership
8.1 Prior to the end of your Subscription Period, we will send you reminders that your Membership is due for renewal; those reminders will specify the amount of the Membership Fee on renewal.
8.2 As you will have paid your Membership Fee in full at the start of the Subscription Period then you will need to actively renew your Membership and pay a new Membership Fee on or before the date on which your Membership is due for renewal, otherwise your Membership will lapse.
8.3 Any renewal by you is subject always to your right to change your mind about the renewal in accordance with the Cooling Off Period conditions set out at clause 3 (save that in the case of a renewal, the 14 day cooling off period referred to in clause 3 shall apply from the date on which your Subscription Period comes to an end).
8.4 Your entitlement to renew your Membership is subject always to payment of the applicable fees and your continued compliance with these Terms, including (without limitation) the JASP’s Member Code of Conduct.
9. Member conduct
9.1 As a Member you must conduct yourself, both publicly and privately, in a professional manner and not do anything, or permit anything to be done, that may cause any harm or loss to the JASP’s goodwill, reputation or professional standing.
9.2 You must not do or permit anything to be done to any other JASP Member, member of JASP staff, JASP consultant or contractor and/or any third party company or individual who is engaged by or on behalf of the JASP or is closely connected to the JASP that may in the JASP’s opinion be considered to be inappropriate, distressing, disrespectful, obscene, embarrassing or otherwise offensive.
9.3 Your use of any online Membership Benefits or Services is conditional on your undertaking to not (a) knowingly introduce any viruses to the JASP website or the JASP’s mobile applications, including, without limitation www.jerseysustainability.com, and other JASP managed websites and mobile applications as may be produced (together referred to as the “Website”) or any aspect of our Services; (b) attack (or instigate or directly or indirectly facilitate an attack of) the Website or any aspect of the Services, whether via a Denial of Service (“DOS”) or Distributed Denial of Service (“DDoS”) attack or otherwise; or (c) use the Website or Services for any purpose or in connection with any purpose which is or could reasonably be perceived to be inappropriate, unlawful, abusive, libellous, obscene or threatening.
10. Advertising, websites and use of JASP trade marks/Intellectual Property
10.1 For so long as you are a Member, subject always to your compliance with these Terms, you may state on your website and publicity/marketing materials that you are a Member of the JASP at the appropriate level (including displaying any post nominal designations awarded by the JASP), but you must not use the JASP logo, or any other JASP branding (including, without limitation, the JASP logo, colour palette and any other distinct and/or identifying marks) (the “Marks”) or in any way imply that you are employed or engaged or endorsed by the JASP unless this is the case or hold yourself out as having a different level of Membership to that you actually hold at the time of publishing such materials (and continue to hold for as long as the materials are published), without our prior written consent. If you obtain our permission, you must exercise it in accordance with our reasonable instructions and the branding guidelines imposed by the JASP from time to time, and in a way that is fair, reasonable and lawful and does not suggest any form of association, approval or endorsement on our part where none exists. You must not do, or omit to do, any act that will or may weaken, damage or be detrimental to the Marks or the reputation or goodwill associated with the Marks or with the JASP, or that may invalidate or jeopardise any registration of the Marks. All goodwill derived from your use of the Marks, in accordance with this clause 10.1 shall accrue to the JASP. We reserve the right to withdraw any permission given pursuant to this clause at any time.
10.2 You must not claim to represent publicly the views of the JASP or to claim its support, without the prior written consent of the JASP’s Committee (“the Committee”) (or of an officer or employee of the organisation nominated by the Committee for such purpose).
10.3 The copyright and all other intellectual property rights in all information, text, imagery, content and materials made available to you in connection with your Membership and/or via the Website (the “Materials“) belongs to the JASP and its licensors. Materials may be used for personal use only and not for commercial use. You agree to abide by all reasonable instructions and restrictions imposed by the JASP from time to time in respect of your use of the Materials. Links to third party websites are provided for the convenience of our members only and the JASP is not responsible in any way for and has no liability in respect of the content or operation of such websites or the associated organisations. You are responsible for taking any security measures necessary when using the Website (for example, by keeping your login details secure).
10.4 Save insofar as our press releases may be used in press articles, you are not authorised to:
(a)copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Materials without our prior written consent;
(b) use the Materials for any purpose other than for that which they are intended;
(c) remove any copyright or other JASP notice on the Materials; or
(d) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Website.
10.5 We make no warranties or representations as to the accuracy, timeliness, performance, completeness or suitability of the Materials for any particular purpose. You acknowledge that such Materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. You should independently verify any information before relying on it. Any communications made by any member or non-member of the JASP on the Website or in any other form of media or forum (including any verbal, written and non-verbal communications) is the view of that individual alone and not of the JASP.
10.6 A failure to comply with this clause 10 shall constitute a material breach of these Terms and we reserve the right to terminate your Membership in accordance with clause 13.
10.7 In such circumstances you will not be entitled to a refund of any kind.
11. Liability
11.1 We provide the Services for your own personal use, not for any commercial, business or re-sale purposes, and you agree that we have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
11.2 If we fail to comply with these Terms, we are responsible for direct loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence (that means that it is an obvious consequence of our breach, or that it was contemplated by you and us at the time you became a Member), but we are not responsible for:
(a) any loss or damage that is not foreseeable;
(b) any loss or damage arising from your use of Membership Benefits which are provided by an external provider / third party other than the JASP (provided that the loss or damage is not a result of a breach of these Terms by us);
(c) you misusing the Website or any other part of the Services in any way (including you undertaking any inappropriate, unlawful or immoral activity and/or any activity which could harm the JASP and/or bring the JASP’s reputation or that of its members, officers or employees, into disrepute); or
(d) us or other JASP members, acting on materials or communications which purport to have been made by or on behalf of you but which have been created or sent by (i) a third party purporting to act in your name, or (ii) a person who has lawful access to the Services but who exceeds his or her authority, regardless of whether such losses arise in contract, tort, negligence, breach of statutory duty or otherwise.
11.3 Nothing in these terms and conditions shall exclude or limit any person’s liability where it would be unlawful to do so. This includes for death or personal injury caused by a person’s negligence, or any person’s liability for fraud.
11.4 Except as specified in these Terms, all express or implied conditions, terms, representations or warranties (whether implied by statute or otherwise) are hereby excluded to the maximum extent permitted by law.
11.5 These Terms do not and shall not affect your statutory rights as a consumer.
12. Data Protection
12.1 By entering into these Terms you acknowledge that we will collect and process your personal data as necessary for our performance of these Terms on the basis set out in our Privacy Policy[sa1] [MR2] in force from time to time and available on our website and/or from our Chair by emailing info@JerseySustainability.com.
13. Termination / suspension of Membership
13.1 Without affecting any other rights and remedies which we may have and without liability to you for any losses which may result, we may terminate your Membership of the JASP immediately, or suspend your entitlement to any of the Services, if:
in our sole opinion, you materially or repeatedly breach any of these Terms;
you become bankrupt or insolvent, or bankruptcy and/or insolvency proceedings are instigated against you;
the JASP has reasonable grounds to believe that you are unable to pay the JASP for your Membership;
you fail to make any payment to the JASP on the date on which it falls due and payable in accordance with these Terms and/or the Application Form; or
we are required by any applicable law or regulation and/or a reasonable request from the Board and/or any committee nominated by the Board to terminate your Membership with us.
13.2 If we terminate your Membership for any of the reasons set out in clause 13.1, unless otherwise authorised by or on behalf of the Committee in writing:
your right to use our Website and the Services shall cease with immediate effect, and we may take all steps as we consider necessary to implement this (including, without limitation, terminating your access to and use of any membership only areas of the JASP’s website and Services and invalidating any relevant access details);
you shall not hold yourself out as being a member of the JASP;
save where we terminate pursuant to clause 11.2, you shall immediately pay to the JASP all of the JASP’s outstanding unpaid fees (including the Membership Fee) and interest due in accordance with these Terms; and
13.3 Termination for whatever reason of these Terms shall not affect:
any rights, liabilities or obligations which accrued before such termination (including without limitation the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination);
any right to payment of fees; and
any of these Terms that are expressly or by implication intended by the JASP to continue in force on or after termination of these Terms.
13.4 If we need to terminate your Membership immediately, or suspend your access to any of the Services, for any of the reasons set out in clause 13.1, we will inform you of our decision to do so as soon as reasonably practicable.
14. Changes to these terms
14.1 We may update these Terms at any time to reflect changes in or to:
(a) relevant laws or regulatory requirements;
(b) security, technical or operational issues;
(c) the operation of our Websites and / or Services; or
(d) our business.
14.2 If we update these Terms, we will post a revised version of the Terms, and a summary of our changes, on our Website.
15. Member Complaints and Feedback
15.1 If you have any complaints, please send them to us at the address given on the ‘Contact us’ section of our Website or send them to info@JerseySustainability.com. We would like to hear from you so we can continue to improve our service.
16. General
16.1 These Terms constitute the entire agreement between you and the JASP. Any advertising or descriptions of the Services (for example, on our Website) are published for illustrative purposes only and shall not form part of the Terms.
16.2 You agree that we may transfer our rights under these Terms to any company, firm or person provided that your Membership will not be adversely affected as a result of such transfer. If we need to, we will contact you in advance of such transfer.
16.3 Any failure or delay by us to action a breach by you of these Terms shall not constitute a waiver of any rights and remedies we have in respect of such breach. For example (without limitation) if you miss a payment and we do not chase you, but continue to provide the Services, we can still require you to make the payment at a later date.
16.4 We shall not be responsible for any breach by the JASP or any third party, where such breach is caused by circumstances beyond our reasonable control. When we say “circumstances beyond our reasonable control”, we mean any act or event beyond our reasonable control and which is not attributable to any act or failure to take preventative action by us (including, for example, a terrorist attack or threat of terrorist attack, a natural disaster, a failure of public or private telecommunications networks or impossibility or the use of any means of public or private transport).If a breach if caused by circumstances beyond our reasonable control, we will contact you as soon as reasonably possible to notify you of it, and our obligations under these Terms will be suspended for the duration of those circumstances.
16.5 These Terms govern the relationship between you and us. No other person shall have any rights to enforce any of the Terms.
16.6 Unless otherwise expressly stated in these Terms, all notices from you to us should be directed to info@JerseySustainability.com. We may send any notice to you under these Terms by email to the email address that we hold on file for you, or by post if you do not hold an email address.
16.7 We will do our best to resolve any disputes over these Terms. These Terms, their subject matter and their formation, are governed by Jersey Law.
16.9 In the event of a breach by these Terms of any of your statutory rights in force from time to time, it is agreed that your statutory rights will at all times prevail.
16.10 Each of the paragraphs of these Terms operates separately. If a court finds part of these Terms is illegal, the rest will continue in full force and effect