Date of issue: 19th September 2024
If you require these terms and conditions in an alternative format please contact NAPC on napc@napc.co.uk
Date of issue: 19th September 2024
If you require these terms and conditions in an alternative format please contact NAPC on napc@napc.co.uk
1. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
Associate Member: the organisation or individual who has applied and been accepted for Associate Membership by NAPC on the terms of these Terms and Conditions.
Associate Membership: the membership applicable to the Associate Member.
Application Form: the form available at https://napc.co.uk/napc-membership/.
Change of Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.
Data protection legislation: means (i) the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy; (ii) the UK General Data Protection Regulation (Regulation (EU) 2016/679) (the “General Data Protection Regulation” or “UK GDPR”) and any applicable national implementing law as amended from time to time; and (iii) all applicable Law about the processing of personal data and privacy including any applicable guidance or codes of practice that are issued by the Information Commissioner.
NAPC: The National Association of Primary Care a company limited by guarantee registered in England and Wales (company number: 11973226) with its registered office at 167-169 Great Portland Street, London, England, W1W 5PF.
Fee: the fee applicable for Associate Membership as notified to the Associate Member in accordance with these Terms and Conditions.
Force Majeure Event: an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources (not attributable to any action or failure to act of NAPC or any of its subcontractors) but excludes industrial dispute.
Good Industry Practice: means the exercise of that degree of skill, diligence, prudence, risk management, quality management and foresight which would reasonably and ordinarily be expected from a skilled and experienced supplier engaged in the supply of services and benefits similar to the Services under the same or similar circumstances as those applicable to this Agreement.
IP: means patents, rights to inventions, trade marks, service marks, registered designs, copyrights and related rights, database rights, design rights, rights to use and protect confidential information, in each case whether registered or unregistered, including rights to apply for and be granted applications for any of the above and any continuations, continuations-in-part, divisional applications, renewals or extensions of, and rights to claim priority from, those rights, and any similar right recognised from time to time in any jurisdiction.
Law: means any applicable legal requirements including, without limitation,: (i) any applicable statute or proclamation, delegated or subordinate legislation, bye-law, order, regulation or instrument as applicable in England and Wales; (ii) any applicable judgment of a relevant court of law which is a binding precedent in England and Wales; (iii) requirements set by any regulatory body as applicable in England and Wales; and (iv) any relevant code of practice as applicable in England and Wales.
Lifetime Member: an individual who has been granted (and accepted) membership for life by NAPC subject to section 2.10 (and Lifetime Membership shall be construed accordingly).
Membership Period: has the meaning given in section 2.4.
Policies: means (i) website terms of use (including the terms of any electronic forums or chat facilities hosted by NAPC); and (ii) privacy notice which can be found at https://napc.co.uk/privacy-policy/.
Representatives: means any person related to an Associate Member who has access to the Services based on that Associate Member’s membership including, without limitation, officers, employees, consultants and volunteers.
Services: the services available for each Associate Member as communicated to the Associate Member from time to time.
Terms and Conditions: these membership Terms and Conditions including the Application Form.
Vision and Values: the values of NAPC as set out on its website from time to time.
2. TERMS OF ASSOCIATE MEMBERSHIP
2.1 By joining the NAPC as an Associate Member you agree to observe these Terms and Conditions. For the avoidance of doubt, the Associate Member is not a “member” for the purposes of the articles of association of NAPC and Associate Membership confers no rights or benefits other than those set out in these Terms and Conditions.
2.2 These Terms and Conditions constitute a contract for services between NAPC and the Associate Member. If you have any questions or queries please email NAPC on napc@napc.co.uk .
2.3 If applicable, Associate Membership is conditional upon payment of the relevant Fee annually.
2.4 The Membership Period runs from the date of acceptance of Associate Membership by NAPC for a period of one (1) year less one (1) day, (for example if acceptance by NAPC was on 1 April 2024 the relevant Associate Membership Period would be from 1 April to 31 March 2025).
2.5 Associate Membership is open to organisations and individuals over 18 years in a professional business capacity only. Associate Membership is not available to consumers.
2.6 Associate Membership provides the Associate Member with access to the Services.
2.7 The rights and obligations the Associate Member has under these Terms and Conditions are personal to the Associate Member and not transferable to any other organisation or person. If the Associate Membership comes to an end for any reason, the Services will no longer be available.
2.8 By agreeing to these Terms and Conditions, the Associate Member also agrees to be bound by the Policies.
2.9 Associate Membership is automatically renewed If the Associate Member has not provided written notice to cancel no later than one (1) month prior to the end of the Membership Period (for example if the Membership Period ends on 31 March, written notice is required by NAPC no later than 28 February, or 29 February, on a leap year.
2.10 Lifetime Members shall not be required to complete and Application Form but Lifetime Membership is subject to these Terms and Conditions, which shall be provided upon notification of an offer to become a Lifetime Member by NAPC. Acceptance of Lifetime Membership shall constitute acceptance of these Terms and Conditions and, the term “Associate Member” shall be construed to include “Lifetime Member”.
3. Services
3.1 In providing the Services, NAPC shall:
3.1.1 use reasonable care, skill and diligence in accordance with Good Industry Practice;
3.1.2 use personnel who are suitably skilled and experienced to perform tasks assigned to them; and
3.1.3 use reasonable endeavours to ensure that the Services will conform with all descriptions and specifications set out in these Terms and Conditions.
3.2 NAPC reserves the right to change the Services from time to time with services similar to the Services.
3.3 Any dates for the delivery of Services are indicative only, and time shall not be of the essence.
3.4 Services are available in English only.
3.5 Associate Membership does not guarantee the Associate Member access to any events run by NAPC which are not included in the Associate Membership. All events run by NAPC are subject to availability and such other Terms and Condition as NAPC may advertise from time to time.
4. FEES
4.1 No Fee is payable for Associate Membership at this time.
4.2 Should NAPC introduce a Fee, Associate Members will be provided with:
4.2.1 not less than 30 days notice; and
4.2.2 updated Terms and Conditions specifying the Fee payable and terms of payment.
4.3 Should an Associate Member not wish to continue as an Associate Member following the introduction of a Fee, the Associate Membership shall lapse and access to the Services shall cease.
5. ASSOCIATE MEMBER OBLIGATIONS
5.1 Associate Members are responsible for the acts, omissions and behaviour of themselves and their Representatives.
5.2 Associate Members are responsible for upholding the Vision and Values of NAPC.
5.3 Associate Members undertake that at all times they have processes and procedures in place to comply with all applicable Law, including without limitation:
5.3.1 prevention of bribery including the Bribery Act 2010;
5.3.2 anti-slavery and human trafficking including the Modern Slavery Act 2015; and
5.3.3 the prevention of money laundering and terrorist financing including the Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the Terrorist Asset Freezing etc. Act 2010 or other applicable money laundering or terrorist financing legislation.
5.4 Associate Members warrant that:
5.4.1 when applying for membership they (and their ultimate beneficial owners) are not subject to UK sanctions; and
5.4.2 they will notify NAPC immediately if they or their beneficial owners become subject to UK sanctions.
5.5 When accessing Services, Associate Members and their Representatives must not:
5.5.1 act in a way that breaches the laws of England and Wales;
5.5.2 act in a way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
5.5.3 act in a way that may bully, insult, intimidate or humiliate any person or seek to damage the reputation of NAPC, any person or organisation by slander, libel or any other means;
5.5.4 knowingly make false or misleading statements (including re-posting material that might be “fake news” or misleading);
5.5.5 submit content or use language that would be considered illegal in England and Wales;
5.5.6 discriminate against any person or group for any reason;
5.5.7 infringe intellectual property rights of any person; or
5.5.8 breach Data Protection Legislation;
5.5.9 license, sub-licences, sub-contract, sell, transfer, assign, distribute, host, or otherwise exploit the Services or IP in the Services;
5.5.10 attempt to modify, disassemble, decompile, or reverse engineer any part of the IP in the Services;
5.5.11 knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
5.5.12 conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to NAPC’s website or any Services provided via, or in relation to, NAPC. This includes using (or permitting, authorising or attempting the use of):
5.5.12.1 any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same;
5.5.12.2 any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations;
5.6 Associate Members acknowledge that:
5.6.1 NAPC is the owner or the licensee of all IP relating to the Services, including all material in any form related to the Services. Those works are protected by copyright laws. All such rights are reserved.
5.6.2 Associate Members may print or share materials provided as part of the Services for their internal or personal use only.
5.6.3 Associate Members must not modify any materials provided in any way acknowledging that NAPC is the source of the material. For the avoidance of doubt, Associate Members must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
5.6.4 NAPC’s status (and that of any identified contributors) as the authors of content on our site must always be acknowledged (except where the content is user-generated).
5.6.5 Associate Members must not use any part of the content contained within the Services for commercial purposes without obtaining a licence to do so from NAPC or our licensors.
5.7 The Associate Member shall notify NAPC of any Change of Control within five (5) days of such Change of Control occurring.
6. LIABILITY
6.1 Every effort is made to ensure the accuracy of information provided as part of the Services, however, neither NAPC nor the authors of any materials contained within the Services can accept liability for errors and omissions within them.
6.2 No liability is accepted by NAPC to the Associate Member in respect of any liability for any indirect or consequential loss or damage incurred by any person in connection with any Services offered including, without limitation, any liability for:
6.2.1 loss of income or revenue;
6.2.2 loss of business;
6.2.3 loss of profits or contracts;
6.2.4 loss of anticipated savings;
6.2.5 loss of data;
6.2.6 loss of goodwill; and
6.2.7 any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
6.3 Subject to sections 6.1 and 6.2, NAPC’s total liability arising under or in connection with these Terms and Conditions, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to £1 in the year where the loss occurred.
6.4 Nothing in these Terms and Conditions shall limit or exclude the liability of either NAPC or the Associate Member for:
6.4.1 death or personal injury resulting from negligence; or
6.4.2 fraud or fraudulent misrepresentation; or
6.4.3 any other liability that cannot by Law be excluded or limited.
6.5 Associate Members agree to indemnify and hold NAPC harmless from any claims, damages, or expenses arising from their use of, or participation in, the Services.
6.6 All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are excluded to the fullest extent permitted by Law.
7. FORCE MAJEURE
7.1 NAPC shall not have any liability or responsibility for failure to fulfil any obligation under these Terms and Conditions so long as, and to the extent to which, the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event, provided that:
7.1.1 in the event of NAPC being so hindered or prevented, NAPC shall give notice of suspension as soon as reasonably possible to the Associate Member stating the date and extent of the suspension and its cause;
7.1.2 where NAPC is (or claims to be) affected by a Force Majeure Event. It shall take reasonable steps to:
7.1.2.1 mitigate the consequences of such Force Majeure Event;
7.1.2.2 resume performance of its obligations affected by the Force Majeure event as soon as practicable;
7.1.3 NAPC shall endeavour to modify the Services having regard to the nature of the Force Majeure Event for the period of the Force Majeure Event.
8. RIGHT TO REFUSE APPLICATIONS
8.1 NAPC reserves the right to refuse any application for Associate Membership.
8.2 NAPC will confirm in writing that membership has been refused, although NAPC reserves the right not to provide explanations for such refusal.
9. TERMINATION
9.1 Subject to section 9.2 and 9.3, NAPC reserve the right to terminate Associate Membership at any time if:
9.1.1 the Associate Member and/or their Representatives has breached these Terms and Conditions;
9.1.2 the Associate Member has been, or is otherwise undergoing investigation proceeding which may result in the Associate Member being, struck off of an applicable professional register; and/or
9.1.3 the Associate Member and/or its Representatives, in the reasonable opinion on NAPC, has acted in a way which is inconsistent with the values of NAPC or its continued membership may bring NAPC into disrepute.
9.2 Where NAPC has exercised its rights under section 9.1:
9.2.1 NAPC will notify the Associate Member in writing of its decision to terminate and provide the Associate Member with ten (10) days to respond;
9.2.2 if no response is received, Associate Membership will terminate on the day immediately after the day the response would have been due under section 9.2.1;
9.2.3 if a response is received within the period stated in section 9.2.1, NAPC will consider any representations and whether termination is in NAPC’s best interests. In the event that NAPC resolve to continue with termination, NAPC’s decision will be final.
9.3 NAPC may terminate Associate Membership with immediate effect, without liability to the Associate Member, if the Associate Member fails to comply with:
9.3.1 sections 5.3, 5.4 or 5.5;
9.3.2 section 5.7 or the Change of Control as resulted in the Associate Member no longer being able to comply with section 5.3 or 5.4.
9.4 Where termination occurs, the Member will not be entitled to a refund on Fees where Fees have been payable.
10. Data protection
10.1 NAPC’s privacy policy explains how and why NAPC collect, use, and share information (including personal data) about Associate Members when Associate Members (including their Representatives) access or use the Services.
10.2 Associate Members acknowledge that by applying for Associate Membership NAPC will process data (including personal data) in accordance with NAPC’s privacy policy.
11. GENERAL
11.1 NAPC reserves the right to amend these Terms and Conditions from time to time. Associate Members are solely responsible for reviewing the terms applicable which will be provided upon confirmation of the amendment.
11.2 No failure to exercise or delay in exercising any right or remedy provided under these terms and conditions or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
11.3 Any notice relating to these terms and conditions shall be in writing and shall be sent by e-mail to NAPC on napc@napc.co.uk or to the Associate Member using the email address specified on the Application Form. The provisions of this section 11.3 shall not apply to the service of any process in any legal action or proceedings.
11.4 These Terms and Conditions constitute the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of these Terms and Conditions.
11.5 Each party acknowledges that, in entering into these Terms and Conditions, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in these Terms and Conditions.
11.6 These Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
11.7 If any provision or part of any provision of these Terms and Conditions is found by a court or other administrative body with competent jurisdiction to be invalid, illegal or otherwise unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. This will not affect the validity and/or enforceability of the remaining part of that provision or of other provisions.
11.8 NAPC does not accept, and hereby rejects, any terms offered or quoted by the Associate Member, at any time. For the avoidance of doubt, these Terms and Conditions apply to the exclusion of any other terms that the Associate Member seeks to impose or incorporate (whether expressly or impliedly) and, for the avoidance of doubt, no terms or any other document provided by the Associate Member shall form part of these Terms and Conditions and the Associate Member waives any right which it otherwise might have to rely on such terms.
11.9 These Terms and Conditions 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.
11.10 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 these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
