Our Corporate Membership Terms and Conditions


1. These terms
1.1 These are the terms and conditions governing your annual corporate membership of Cheltenham Festivals.
1.2 Please read these terms carefully before you submit your application to become a corporate member to us. These terms tell you who we are, the benefits of your corporate membership, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 These terms constitute the entire agreement between us in relation to your corporate membership. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2. Information about us and how to contact us
2.1 We are Cheltenham Festivals a charitable company registered in England and Wales. Our company registration number is 00456573 and our charity number is 251765 and our registered office is at 28 Imperial Square, Cheltenham, Gloucestershire, GL50 1RH our address is 109-111 Bath Road, Cheltenham GL53 7LS. Our registered VAT number is GB100114013.
2.2 You can contact us by telephoning our Development team at 01242 537 253 or by writing to us at champions@cheltenhamfestivals.com.
2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your application.
2.4 When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
3.1 Our acceptance of your application will take place when we email you a welcome email confirming your corporate membership, at which point a contract will come into existence between you and us (Commencement Date).
3.2 If we are unable to accept your application, we will inform you of this and will not charge you for the corporate membership.
3.3 Corporate membership does not make you or entitle you to become a Companies Act member of Cheltenham Festivals.
4. Term of agreement
4.1 This agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 10 for a period of 12 months (Term) when it shall automatically terminate without notice.
5. Level 1 – Corporate Membership
5.1 In this agreement the use of the word “Festivals” means the Jazz Festival, the Science Festival, the Music Festival and the Literature Festival which are organised by us each year.
5.2 If you chose in your application to become a Level 1 Corporate Member you shall receive the benefits set out in the following clauses 5.3 to 5.5.
5.3
5.3.1



5.3.2
Tickets
As a Level 1 Corporate Member you shall be entitled subject to the remaining provisions of clause 5 and clause 7 to book:
   a)    24 complimentary tickets to the Festivals during the Term.
   b)    24 discounted tickets to the Festivals during the Term
You shall be permitted to book a maximum of 4 complimentary and 4 discounted tickets for the Jazz Festival in any one year and a maximum of 4 complimentary and 4 discounted tickets for the Music Festival in any one year during the Term.
5.4
5.4.1



5.4.2

5.4.3

5.4.4
Hospitality Access
You will be provided with six wristbands in your welcome pack, these wristbands allow the wearer to attend the VIP Hospitality Lounge during the Literature Festival in any one year, complimentary food and drink will not be provided, but can be purchased from within the lounge.
On occasion the VIP Hospitality Lounge may be used for private events and not available for use by you, we will notify you in advance by email of such private events.
The wristbands shall only be used by you, your staff, clients and guests and may not be re-sold or otherwise transferred for value.
We reserve the right without liability to refuse admission to the VIP Hospitality Lounge.
5.5
5.5.1

5.5.2

5.5.3
Events
You will receive four complimentary tickets to an annual corporate membership networking breakfast.
You will receive two invitations to an annual evening of networking in our interactive zones at the Science Festival.
You will receive two complimentary tickets to an annual business breakfast at the Literature Festival.
5.6
5.6.1


5.6.2
Corporate social responsibility
We will use some of the funds we receive from our Level 1 Corporate Members to help enable certain schools located in Gloucestershire or the surrounding areas as nominated by us to attend any one of more of the Festivals.
We will publicise on our website that our Level 1 Corporate Members have helped to enable the schools to attend any one of more of the Festivals.
6. Level 2 – Corporate Membership
6.1 If you chose in your application to become a Level 2 Corporate Member you shall receive the benefits set out in the following clauses 6.3 to 6.5.
6.2
6.2.1



6.2.2
Tickets
As a Level 2 Corporate Member you shall be entitled subject to the remaining provisions of this clause 6 and clause 7 to book:
   a)    12 complimentary tickets to the Festivals during the Term.
   b)    12 discounted tickets to the Festivals during the Term.
You shall be permitted to book a maximum of 2 complimentary and 2 discounted tickets for the Jazz Festival in any one year and a maximum of 2 complimentary and 2 discounted tickets for the Music Festival in any one year during the Term.
6.3
6.3.1



6.3.2

6.3.3

6.3.4
Hospitality Access
You will be provided with four wristbands in your welcome pack, these wristbands allow the wearer to attend the VIP hospitality lounge during the Literature Festival, complimentary food and drink will not be provided. but you will be able to purchase this within the lounge.
On occasion the VIP Lounge may be used for private events and not available for use by you, we will notify you in advance by email of such private events.
The wristbands shall only be used by you, your staff, clients and guests and may not be re-sold or otherwise transferred for value.
We reserve the right without liability to refuse admission to the VIP Lounge.
6.4
6.4.1
Events
You will receive two complimentary tickets to an annual corporate membership networking breakfast.
7. Level 1 and Level 2 – Corporate Membership
7.1 The following provisions apply to both Level 1 and Level 2 Corporate Members.
7.2
7.2.1


7.2.2


7.2.3

7.2.4





7.2.5




7.2.6


7.2.7
7.2.8


7.2.9









7.2.10
Tickets
Our general terms and conditions in relation to the purchase of tickets for the Festivals shall apply except to the extent that they are otherwise modified or altered by these terms and conditions.
The complimentary tickets available for you to book will be those that are listed in the online booking form as having a maximum value of £50 including any VAT that may be payable.
The tickets which you choose to purchase as discounted tickets shall be calculated by deducting 20% from the full price before VAT and then adding any applicable VAT.
You shall be permitted to book complimentary tickets or discounted tickets or full price tickets during the priority period for the same type of festival in any one year during the Term and not for two consecutive years which the Term may cover, for example if your corporate membership starts in June 2017, you will only be able to book discounted and complimentary tickets or full price tickets during the relevant priority booking period for either the Music Festival in 2017 or 2018 but not tickets for both.
We shall before the start of the priority booking period for each Festival to be held during the Term send you an email to the email address contained in your application which contains a link to our online booking form for you to provisionally book your complimentary tickets, discounted tickets and a limited number of full price tickets during the priority booking period.
You may not book complimentary tickets or discounted tickets for any food and drink events at any of the Festivals along with such other events as we may notify you from time to time such as adult and child events.
You cannot book discounted tickets in conjunction with any other offer or discount.
Online booking forms will be processed on a first come first served basis and we shall inform you by email once your tickets are reserved, we therefore recommend that you book your tickets as soon as the priority booking period is open.
The purchase by you of discounted tickets and any additional tickets shall not be subject to any booking fee and our box office shall call you on the telephone number provided in your application to take payment. If we are not able to contact you despite making reasonable attempts or you do not make payment on us contacting you we reserve the right to cancel such tickets. You will not be entitled to any refund or rebate in relation to any complimentary, discounted or full priced tickets booked by you and not used or no longer needed by you and such entitlement to complimentary and discounted tickets shall automatically expire at the end of the Term and shall not be capable of being rolled over into a new corporate membership year if you decide to renew your corporate membership at the end of the Term.
The complimentary tickets and discounted tickets may only be used by you, your staff, clients and guests and may not be re-sold or otherwise transferred for value.
7.3
7.3.1


7.3.2
7.3.3


7.3.4

7.3.5


7.3.6
Acknowledgement
We will acknowledge your support as a corporate member on our website by listing you as a Champion of Cheltenham Festivals and providing a hyperlink to your website at the address notified by you to us on your application.
We will also acknowledge your support in our annual charity report and accounts.
You hereby grant us a non-exclusive, irrevocable, royalty-free licence to use your trading name and website address in connection with providing the acknowledgement and website hyperlink as set out in clauses 7.3.1 and 7.3.2 above.
You shall be entitled during the Term to call yourself a “Champion of Cheltenham Festivals”.
We will attach to the welcome email we send you a copy of our “proud to be a Champion” logo which will be available for you to use on your website and we hereby grant you a non-exclusive, revocable licence to use such licence during the Term of this agreement.
We reserve the right to terminate at any time the licence granted under clause 7.3.5 above.
7.4
7.4.1


7.4.2
Welcome Pack
We will send you a welcome pack which will include a membership sticker, a membership certificate, wristbands, a copy of these terms and conditions and a programme of key dates which includes the priority booking periods for each Festival.
Upon this agreement terminating for any reason you shall cease to use and display the membership sticker and certificate.
7.5
7.5.1
Newsletter
You will receive our annual newsletter by email.
8. Cancellation or delay
8.1 In relation to each Festival event we reserve the right with or without notice to change the event speaker, artist or the content of the event without any liability to you.
8.2 We reserve the right on reasonable notice to delay any Festival event or change the date of the Festival event without any liability to you.
8.3
8.3.1



8.3.2





8.3.3
In the event that we have to cancel a Festival event then when you have:
booked the Festival event using complimentary tickets, we will provide reasonable assistance in relation to reallocating those complimentary tickets to another available event of your choice provided there is sufficient ticket availability or failing that those complimentary tickets will be reallocated to your pool of available complimentary tickets
booked the Festival event using your discounted ticket allowance, we will provide reasonable assistance in relation to reallocating those discounted tickets to another available event of your choice provided there is sufficient ticket availability or failing that you will be refunded the amount paid for those tickets within 28 days of the date of the proposed event and those discounted tickets will be relocated to your pool of available discounted tickets
purchased full price tickets you will be refunded the full amount paid within 28 days of the date of the proposed event.
9. Price and payment
9.1 In consideration of the Corporate Membership rights granted to you, you shall us pay the following fee (Fee) depending on the level of corporate membership taken:
Level 1: £4,850 plus VAT
Level 2: £2,750 plus VAT
9.2 The Fee shall be payable within 30 days of invoice.
9.3 We accept payment with Visa, Mastercard and Maestro.
9.4 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.5 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
9.6 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
10. Our rights to end the contract
10.1
10.1.1

10.1.2






10.1.3

10.1.4
We may end the contract with immediate effect at any time by writing to you if:
you do not make any payment to us when it is due and you still do not make payment within 10 business days of us reminding you that payment is due;
you take any step or action in connection with your entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business; or
your continued corporate membership is in our reasonable opinion likely to damage our reputation or the reputation and goodwill associated with the Cheltenham Festivals.
10.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
10.3 On termination all of your rights under this agreement will terminate and at our discretion we may cancel all complimentary tickets, discounted tickets and tickets booked during the priority period by you.
11. Our responsibility for loss or damage suffered by you
11.1
11.1.1

11.1.2 11.1.3
Nothing in these terms shall limit or exclude our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
11.2
11.2.1


11.2.2
Subject to clause 11.1:
we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount paid by you in the relevant year for your corporate membership.
12. Other important terms
12.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
12.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
12.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
12.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
12.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
12.6 You undertake that you shall not at any time disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers.
12.7 Except as otherwise permitted by this agreement neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.8 We shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of our obligations under this agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control including where artists, speakers or any other third party fails to attend, perform, properly perform or are late attending any of the Festivals.
12.9 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
12.10
12.10.1

12.10.2
Any notice shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service.
12.11 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.12 A notice given under this agreement is not valid if sent by email.
12.13 Any dispute or claim arising out of or in connection with a contract between us or its 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.