The terms and conditions set forth here comprise the Membership Agreement (the “Agreement”) of The Calico Club, 1 Hanover Square, London (the “Club”). YOUR MEMBERSHIP IS PERSONAL TO YOU AND NON-TRANSFERABLE.
The Club may make changes to this Agreement as it deems necessary from time to time in its sole discretion and will provide notice to you of such changes via email to the email address provided by you to the Company.
1. Membership General Terms.
a. Membership Term and Fees. You are required to make a minimum twelve (12) month commitment upon joining the Club. Your Membership shall automatically renew for a further twelve (12) months upon the expiry of your initial or any renewed Membership Term, unless you provide prior written notice to the Club in accordance with Section 1.c below or if the Club otherwise terminates your Membership, as further provided in this Agreement. The Club may also change the amount or terms of the Membership Fees payable in respect of the 12 month renewal period, provided that it gives you notice of such change and gives you the opportunity to cancel your Membership.
The Club will, via email to the email address provided by you to the Club, send you a reminder that renewal of your Membership Term is due to take place. This reminder email will be sent at least 30 days prior to the end of your current Membership Term, and shall include, as a minimum: (i) how you may cancel any automatic renewal of your Membership Term; (ii) any change to the amount or terms of the Membership Fees payable in respect of the 12 month renewal period; and (iii) how you may modify your election to pay your Membership Fees on an annual or monthly basis (as applicable). You acknowledge that you are not permitted to make any changes to the terms of your Membership or payment of your Membership Fees other than as set forth in this Section 1.a.
b. Termination of Membership. You may cancel your Membership within fourteen (14) days of the date on which you first entered into this Membership Agreement or at any time prior to the date immediately preceding your Start Date, with no further obligation of payment by you. Otherwise, you may only cancel your Membership by providing at least thirty (30) days’ written notice to the Club prior to the expiration of your current Membership Term. Unless otherwise provided herein, if you cancel prior to the end of your Membership Term, you remain liable for the monthly payments of your Membership Fees for the remainder of your Membership Term and the Club will continue to charge you for your Membership Fees until the end of your Membership Term. For the avoidance of doubt, where you pay your Membership Fees on an annual basis and cancel your Membership prior to the end of your then current Membership Term, you shall not be entitled to any pro rata refund of the Membership Fees. The Club may terminate your Membership as provided for in this Agreement.
c. Failure to Pay Membership Fees. If you fail to pay any Membership Fees or other applicable charges on time, your privileges (including access to events) relating to your membership of the Club will be suspended until your account is brought current. If you repeatedly fail to pay or make payment late of any Membership Fees or other applicable charges, the Club may terminate your Membership immediately upon notice to you (including by email). You will be liable for any collection or legal costs incurred by the Club in connection with collection of your unpaid Membership Fees or other charges. If any cheque, credit card, or any other payment transaction to the Club is not honoured, the Club may assess a £50 penalty for each such cheque or credit card charge rejected to cover, along with any unpaid balances.
d. Refunds. Unless expressly provided herein, the Club will have no obligation to refund any Membership Fees or other expenses, even if you do not use your Membership or if you or the Company terminate your Membership before the end of the Membership Term. For the avoidance of doubt, any Initiation Fees paid by you in connection with your Membership will be non-refundable.
e. Third Party Payment. You acknowledge and understand that this Agreement is between you and the Club. Accordingly, and notwithstanding any arrangements you may enter into whereby a third party (whether an employer or otherwise) agrees to make payments in respect of your Membership on your behalf, you will at all times remain solely liable for all Membership Fees and other amounts payable to the Club pursuant to this Agreement, and any modifications to or termination of any such arrangements will have no impact on your obligations to the Club under this Agreement.
2. Termination of Membership by the Company. Unless otherwise provided herein, the Club may, in its sole discretion, terminate your Membership at any time upon notice to you following a breach by you of this Agreement.
3. Membership Card. The Club will issue a Membership card to you. The Membership card is not transferable and cannot be shared with other members or non-members. You must use your Membership card to access any events of the Club. If your Membership card is lost or stolen, the Club will issue you a replacement card at an additional cost of £100 to you.
4. Indemnity. You agree to indemnify, defend and hold the Club and its parent company, The Conde Nast Publications Ltd, its affiliates and its and their respective officers, directors, employees, consultants, contractors and agents (collectively, the “Indemnitees”) harmless from any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, for the avoidance of doubt, any of your respective officers, directors, employees, contractors, guests, invitees and/or agents; any employees, contractors or agents of the Club; and any of the Club’s other members) (“Third Party Claims”) and to pay any settlements, awards, costs and expenses (including reasonable legal costs and disbursements) in connection with such Third Party Claims (collectively, “Losses”), to the extent such Third Party Claim arises out of or relates to: (i) any breach of the Agreement by you, (ii) any violation of the Agreement by any of your invitees or guests, or (iii) any other conduct, acts or omissions by you or any of your invitees or guests in connection with your Membership and or attendance to any events, including, but not limited to, any violation of applicable laws or regulations, negligence or misconduct by you or by any of your invitees or guests.
a. Liability Exclusion. i) THE CLUB WILL NOT BE LIABLE TO YOU (NOR TO ANY OF YOUR INVITEES OR GUESTS OR ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) FOR: (1) ANY LOSSES THAT WERE NOT FORESEEABLE TO THE PARTIES AS A RESULT OF ANY BREACH BY THE COMPANY; AND (2) ANY LOSSES RELATED TO ANY BUSINESS OF THE MEMBER SUCH AS LOST REVENUES OR PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY). ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE CLUB OR THE AGREEMENT. II) THE CLUB WILL NOT BE RESPONSIBLE FOR ANY DEATH, PERSONAL INJURY OR ILLNESS OCCURRING UPON THE CLUB OR AS A RESULT OF THE USE OF THE FACILITIES AND/OR EQUIPMENT PROVIDED BY THE CLUB, EXCEPT TO THE EXTENT THAT SUCH DEATH, PERSONAL INJURY OR ILLNESS ARISES FROM THE NEGLIGENCE OF THE CLUB.
b. Limitation of Damages. THE CLUB’S MAXIMUM LIABILITY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THE MEMBERSHIP OR THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, INDEMNITY, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE, ALL MEMBERSHIP FEES ACTUALLY PAID BY YOU IN THE APPLICABLE MEMBERSHIP TERM.
c. Exceptions. Notwithstanding any other term of this Agreement, nothing in this Agreement excludes or limits the Company’s liability for (i) death or personal injury caused by the Company’s negligence; (ii) fraud or fraudulent misrepresentation; or; (iii) any other liability that cannot be excluded or limited as a matter of law.
6. Confidential Information. You agree to hold all Confidential Information (defined as information not generally known to the public) of the Club and any other members of the Club in strict confidence and to take all reasonable precautions to protect the Confidential Information. You acknowledge that any disclosure or unauthorised use of the Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, the Club shall have, in addition to other available remedies, the right to injunctive relief (without being required to post bond or security). The Club reserves the right at all times to disclose any information about you as is necessary to satisfy any applicable law, regulation, legal process or governmental request.
7. Disparaging Statements. You shall, during and after the Membership Term, refrain from making any statements or comments of a defamatory or disparaging nature to any third party (including via your social media channels) regarding any other member of the Club, other than to comply with law. Defamatory or disparaging statements or comments refer to those that create a violent, disrespectful, or hostile environment for any of the Club’s member.
8. Publicity. You may not use pictures, illustrations or graphics of the Club (including any images from the Club’s website) in any advertising or publicity for commercial purposes without the prior written consent of the Club. You may refer to yourself as a member of the Club on your social media channels, blog or for other non-commercial purposes.
9. Communications; Partnerships. You acknowledge that you will receive emails as a member. The Club may provide notice of any changes to services, fees or other updates by email to the address provided by you. You agree to notify the Club of any changes to your contact information. If you contact any other member for commercial or other unauthorised purposes who has not consented to such contact, including any spamming, your Membership may immediately be terminated by the Company. Notwithstanding the foregoing, the Club will not disclose any of your credit card information or other transactional details to third parties.
10. Representations and Warranties; Disclaimer.
a. Mutual Representations and Warranties. The Club and you each represent and warrant that you and they are each duly authorised to perform your and their obligations hereunder.
b. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY (SAVE FOR THOSE THAT CANNOT BE EXCLUDED AS A MATTER OF LAW), ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE CLUB, OR THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
11. Membership Rules.
a. Annual Commitment. Your Membership to the Club is an annual commitment.
b. Guest Policy. For some events, you are permitted to bring a guest. Only when this is specified on the Club website or in email communication from the Club will access for a guest be granted. All guests must be (i) registered on the Company’s app or portal or confirmed via the Club email, (ii) signed-in at the front desk and (iii) accompanied by you at all times.
c. Events. You are required to change your RSVP to any Club event through the Member portal or via The Club email if you are unable to attend.
d. Membership Cards. Your Membership card is for your use only and may not be used by anyone else. Please inform the Club if you lose your card and the Club will issue you a replacement card at cost of £100.
e. Adults. You must be 18 or older to enter the Club, unless the Club has provided otherwise for specific events.
f. Photography. The Club reserves the right to (i) photograph or take video of you during the Club’s events and (ii) use such images or video for any marketing and social media purposes in its sole discretion.
g. Additional charges. Transport costs will not be paid for by The Club unless specified. Transport to and from events must be paid for by the member. Additional costs may apply to specific events and you will be informed of these charges on the Club website or via email. Confirming your attendance to an event means that you agree to those charges.
h.Cancellation/changes to events. Due to the nature of the events, there may be last minute cancellations or changes. You will be informed of those via email. The Club cannot be held responsible for any costs that you may incur due to those changes or cancellation.
12. Additional Terms.
a. Except for the payment of any amounts due hereunder, non-performance of either party shall be excused to the extent that performance is prevented or delayed by strike, fire, flood, epidemic, governmental acts, orders or restrictions, failure of suppliers, Internet or power outages, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party (including for the avoidance of doubt, your inability to access the Club’s premises by reason of closure).
b. Neither party will assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Club may, without your consent, assign or otherwise transfer the Agreement: (i) to any of its affiliates or (ii) in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all of its assets or other change of control transaction, provided that such assignment or transfer does not adversely affect or materially reduce your rights under the Agreement. Any assignment or other transfer not in accordance with this section will be null and void. The Agreement is binding upon and will inure to the benefit of each party and their respective permitted successors or assigns.
c. The relationship of the parties under the Agreement: (i) is one of independent contractors, and neither party has the authority to bind the other party in any way and (ii) is non-exclusive and nothing herein shall be deemed to restrict or limit a party’s ability to engage in similar relationships, agreements or arrangements with any other party. The Agreement sets forth the entire agreement of the parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter. A waiver of rights under the Agreement will not be effective unless it is in writing and signed by an authorised representative of the party that is waiving the rights.
d. From time to time, the Club may make available to you and your guests the service of independent contractors. The Club does not guarantee or warrant the quality of these services and does not guarantee that these services will remain available to you or your guests for any period of time, and hereby disclaims all liability arising out of such services.
e. The Agreement, and any and all disputes (including in relation to any non-contractual disputes and obligations) directly or indirectly arising out of or relating to the Agreement, shall be governed by and construed in accordance with the laws of England and Wales.
g. In the unlikely event that you and the Club have a dispute (including in relation to any non-contractual disputes and obligations) related to this Agreement, you and the Club agree it will be resolved by the courts of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
i. In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
j. The parties agree that a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This provision does not affect any right or remedy of any person which exists, or is available, other than pursuant to that Act.