NDNA Membership Terms and Conditions


1          INTERPRETATION
1.1        In these terms and conditions (“Terms”) the following definitions shall apply:

            Corporate Body          means a limited liability company, unlimited liability company, or limited liability partnership or other corporate body
            Member                      a member of the National Day Nurseries Association’s (“NDNA”) National Membership Council
            Membership                the membership of NDNA and the National Membership Council
            Services                      those services that are made available to Members by NDNA from time to time as part of the member benefits package
            Site                             any location at which:
                                               i)           you, or
                                               ii)          if you are a Corporate Body, any other Corporate Body that forms part of your group or is associated with you, or
                                               iii)         if you are a sole trader or member of a partnership, any Corporate Body that is owned by you or any of your partners runs an OFSTED (or equivalent) registered nursery.
            us, we, our                is a reference to NDNA
            you, your                   that person, firm, body corporate, local authority, or other entity that becomes a Member.

2.         MEMBERSHIP
2.1        You will become a Member when we have accepted your application; this occurs when we send to you either e-mail or other written notification that we have accepted you as a Member.
2.2        By becoming a Member you agree to be bound by these Terms, the contents of our Code of Conduct (which sets out the commitments you make to us) (“Code”) and our Articles of Association (“Articles”) which contain provisions relating to your Membership. Copies of the Code and the Articles accompany these Terms and are also available here
2.3        We reserve the right to amend the Articles to the extent that the terms of your Membership are not affected.
[Clause for International terms: 2.4 you are only entitled to contract with us for an International Membership should you or your (should you be an individual applying to be a Member on an individual basis, or, be a sole trader or a member of a partnership) main trading address be located outside the United Kingdom, or, if you are a Corporate Body, that your registered office is situated outside the United Kingdom; you warrant to us that this is the case.]
2.4        Admission as a Member is solely at our discretion; we therefore reserve the right to refuse to accept any application for Membership without providing any justification for our decision.
2.5        Privacy and Electronic Communications

NDNA will email you with membership updates, sector news & events, advice and details of products and services relevant to your membership.  You will be able to opt-in or out of different categories of information or unsubscribe from all email communication by contacting NDNA by telephone, email or in writing. 

NDNA will not pass your personal information to third parties, except where we are obliged by law to do so or where the product or service is delivered by one of our  carefully selected “partners” unless you have withheld consent.   You can withhold consent by informing us by email, in writing or by telephone, on joining or at any other time after taking out membership.
 
 
3.         PRICE AND PAYMENT
3.1       The price for becoming a Member and/or continuing to be a Member is determined by us. Current prices are detailed on our website which you'll find here and also available from us upon request.
            (i)         Members with more than one Site
            Where a Member has more than one Site, that Member shall be responsible for paying an additional price for each and every Site, such additional costs are found here or are available upon request. It is your responsibility to let us know what Sites apply to your Membership when this commences, and throughout the life of your Membership, should this change.
            You warrant to us that this information is, at all times, correct. You are only entitled to be a Member if all of your Sites are registered with us. Should you register an additional Site with us part way through the current year of your Membership, then the price payable by you for that Site will be on a pro rata basis to what remains of that year.
            (ii)         Individuals
            You are only permitted to be an individual Member (Affiliate Membership), and pay the Affiliate Member rate, should you not be currently associated with a nursery, for example as an owner, manager or employee. Should you become a Member as an individual and you later commence trading as, or become an owner or employee of, an OFSTED (or equivalent) registered nursery, we shall be entitled to charge you the difference between an individual and full Membership.
            (“Price”).
3.2        We reserve the right to increase the Price of Membership every year. This is usually at the beginning of April. The cost of your Membership will not change until you renew your contract with us when the Price will be that prevailing at the time that you renew.
3.3        The Price is inclusive of VAT which is payable upon any part of the Services to which it is deemed to apply.
3.4        Payment of the Price is to be made either on or before the date that your Membership commences.
3.5        When you become a Member you do so for a full 12 months, as such the Price is not refundable.

4.         SERVICES
4.1        The Services are continually being updated and amended to ensure that they meet our high standards. We therefore reserve the right to amend or delete any of the Services that we provide to Members or to modify any of the other Services that we provide.
4.2        Some of the Services that we provide are accessed on our website by means of a login and password. You should not disclose your password to anyone that isn’t an employee of your nursery. We reserve the right to terminate your Membership should you fail to comply with this provision.
4.3        Those Members who opt for individual, local authority/commercial and international Membership receive a limited benefits package.
4.4        [International 4.5: the Services that we provide, including (without limitation) our publications, advice leaflets, and other documents have been specifically created for use within the United Kingdom; as such international Members should regard the Services as information only, and obtain correct and proper advice pertaining to rules and regulations relating to the operation of their nursery (or otherwise) in the jurisdiction in which their nursery is located.]

5.         SAFEGUARDING
            We have an obligation to ourselves, our Members and the community at large, to ensure that all of our Members are fit to operate as providers of nursery services. Should we have any cause to believe that a Member is acting in a manner that is contrary to any law, regulation, rule or those generally accepted standards pertaining to the provision of nursery services, we reserve the right to take all and any action that we regard as appropriate in the circumstances (including the suspension or termination of your Membership). In becoming a Member you accept that you are bound by NDNA’s safeguarding policy which you can view here or is otherwise available from us upon request.

6.         INTELLECTUAL PROPERTY
            All intellectual property rights in any document that is provided to you by us belongs to us or are licensed to us. We licence such rights to you to the extent necessary for you to make use of the Services.

7          LIMITATION OF LIABILITY
7.1        Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from the contract between us.
7.2        Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by us.
7.3        Subject to clause 7.2:
            (i)         we shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of opportunity; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
            (ii)         our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to the cost of your annual Membership i.e. the Price.

8.         TERMINATION
8.1        We may terminate your Membership without liability immediately (or following such notice period as we see fit), by giving written notice to you:
            (i)         if you in our reasonable opinion are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, you commence negotiations with all or any class of its creditors with a view to rescheduling any of its debts, a petition is filed, a resolution is passed, or an order is made, for or on connection with the winding up of your body corporate, an application is made to court for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over your affairs, or a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver; or
            (ii)        if you suspend or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business, or
            (iii)       if you are in breach of the Code or our Articles
            (iv)       in accordance with article 13 of the Articles
            (v)        in accordance with clause 5 of these Terms.
8.2        Upon termination of your Membership your access to the Services will cease (which shall include the right to use our logo (or other trade mark that we authorise you to use)), along with your ability to log-in to the Members area of our website. In the event that you have used any trade mark authorised by us as part of any marketing (including your website), display or signage that you have adopted, you agree to remove the trade mark from it within 21 of you ceasing to be a Member.
                   
9.         GENERAL
9.1        We shall not be liable for any failure or delay in performing our obligations to you as a Member as a result of the occurrence of any event beyond our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
9.2        Waiver. A waiver of any right or remedy under these Terms or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.3        Third party rights. A person who is not a party to the contract between us shall not have any rights to enforce its terms.
9.4        Variation. We reserve the right to amend these Terms at any time by providing you with reasonable written notice.
9.5        Severance. If any court or competent authority finds that any provision of the these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.
9.6        If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
9.7        Governing law. The Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
9.8        Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).