Terms and Conditions
Thank you for using Membi, visiting our website or using our App. These terms and conditions set out our agreement with you.
What words mean
When we say “we,” “us,” “our,” and “Membi,” we are referring to Open Brackets Limited, trading as Membi, together with our representatives and employees. Open Brackets Limited is a UK company (registered number 4559247).
We provide an online service that you may use to manage membership subscriptions, events, communicate with members, place orders, make payments, and other related activities (the “Service”).
“Organisation,” means a person or entity that has an account with us to use the Services. When we refer to “Your Organisation”, we mean any Organisation that you are linked to.
“Member” is a person with an account on the Website, who is linked to Your Organisation. We consider a Member to be linked to an Organisation, if:
the Member creates an account, or logs in, on the Sign-In/Sign-Up page for that Organisation; or
the Organisation provides us with information about the Member
“Administrator” means any Member who has administrative rights to an Organisation’s account.
When we say “you,” we are referring either to an Organisation, a Member or to some other person who visits our website (“Website”), or who contacts us in relation to the Services.
“Data Protection Laws” and “Personal Data” have the meaning given in the Data Processing Agreement.
Our Terms include this agreement, as well as our Privacy Policy and Data Processing Agreement. They define the terms and conditions under which you are allowed to use the Service, and how we will treat your account while you are a Member. If you have any questions about our Terms, feel free to contact us.
Account
Eligibility
In order to use the Service, you must:
be at least eighteen (18) years old and able to enter into contracts;
complete the login or registration process;
agree to the Terms; and
provide true, complete, and up to date contact information.
By using the Service, you promise that you meet all these requirements, and that you won’t use the Service in a way that breaks any laws or regulations. We may refuse service, close accounts of any users, and change eligibility requirements at any time.
Term
Our agreement begins when you sign up for the Service and continues as long as you use the Service, or have an account with us. Entering your login details, and clicking on the Login or Save button, means that you’ve officially “signed” the Terms. If you sign up for the Service on behalf of a company, entity or other person, you promise that you have the authority to accept these Terms on their behalf.
Account and Password
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords.
Changes
We may change any of the Terms by posting revised Terms on our Website and/or by sending an email to the last email address you gave us. You are responsible for reviewing the notice and any applicable changes. Your continued use of the WebSite and the Service following the posting of any changes means that you have accepted the changes. If you don’t agree to any changes to the Terms, then your only remedy is to terminate our agreement, or in the case of a member, stop using the Service or the Website. We may change the Website, the Service, or any features of the Service at any time.
Closing Your Account
You or we may terminate this Agreement at any time and for any reason by giving notice to the other party. We may suspend our Service to you at any time, with or without cause.
Once terminated, we may permanently delete your account and all the data associated with it, from our Website. If no administrator logs in to your organisation’s account for 3 or more months, we may treat our agreement as terminated and permanently delete the account and all the data associated with it.
Even if this Agreement is terminated, the following sections will continue to apply: Agreements between Organisations and Members, Fees (to the extent that there are any unpaid fees), Data Protection and Privacy, Authority and Rules, Liability, Fine Print.
Agreements between Organisations and Members
Membi is not part of that agreement
Where our Service is used to create an agreement between an Organisation and a Member, including where Members pay Organisations for subscriptions or event tickets, we are not a party to that agreement. We are not an agent of either the Member or the Organisation.
We do not have any control or responsibility for the products or services that form part of that agreement. We do not guarantee the identity of any Organisation or Member, nor do we ensure that any Member or Organisation will carry out their obligations under that contract. We are not responsible for the behaviour or actions of any Organisation or Member. If you have a dispute relating to an agreement with an Organisation or Member, then we are not obliged to mediate, or enforce that contract.
You promise to indemnify us for any losses, including legal costs, that we may have, in connection with any agreement or dispute that you may have with a Member or Organisation.
Our Fees
You agree to pay the fees set out on the Pricing Page, which is incorporated into this agreement by reference. We may, in our sole and absolute discretion, waive, reduce, or reverse charges or fees for a specific transaction.
All fees listed in the Pricing Page are in Great British Pounds Sterling, and are inclusive of VAT, unless stated otherwise. The Pricing Page may vary in the future. The Pricing Page in effect at the time of payment will govern the payment.
Fees are payable monthly in arrears on the date on which you sign up for the Service and on the same date each month thereafter.
We may, in our discretion offer a free trial period, in which case our fees will be payable for the period from the day after the end of the free trial. This does not include any fees relating to WorldPay Transactions, which are payable during the free trial period.
At the end of each period, we will provide you with an invoice for the fees that have accrued during the month. The invoice is payable within 14 days of the date of the invoice.
Payment of Our Fees
When you sign up for the Service, we will ask you to set up a Direct Debit to pay our fees.
The method of payment will be standard monthly direct debit (unless otherwise agreed with us) and you are responsible for ensuring that the direct debit can be paid in full on the due date.
We will notify you at least 5 Working Days before the direct debit is due to come out of your account.
Non-Payment of Our Fees
If any invoice is not paid in full by its due date, we may suspend the Service until payment is received.
Suspension of the Service may include the suspension of administrative access to the platform, or full suspension of the Service.
Payment Processing - WorldPay For Platforms
You agree that we are not a party to any transaction or payment made between the Organisation and its members.
Where you have elected to accept payments by direct debit, debit or credit card, GooglePay or ApplePay via WorldPay For Platforms, payment processing services will be provided to you by WorldPay (UK) Limited (CRN: 07316500 and FCA FRN: 1031413), in accordance with their terms and conditions, which are incorporated into this agreement by reference. You agree that we are not a party to your agreement with WorldPay For Platforms, and that we are not liable in any way in relation to the services your Organisation obtains from WorldPay For Platforms.
WorldPay For Platforms Transaction Fees
Details of the WorldPay For Platforms transaction fees are set out on our Pricing page.
You agree that the transaction fees will be deducted from the payments made to you by your members and you will receive the net amount after the transaction fees have been deducted.
You acknowledge that WorldPay For Platforms shares a portion of these transaction fees with Membi, as set out on the Pricing Page. This is separate and in addition to Our Fees for providing the Services.
Taxes
You agree that it is your responsibility to determine whether VAT, customs, import or export duties, excise taxes or other taxes apply to payments made using the Service and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority.
Proprietary Rights
Proprietary Rights Owned by Us
You promise to respect our proprietary rights in the Website and the software used to provide the Service (proprietary rights include patents, trademarks, service marks, trade secrets, and copyrights).
Proprietary Rights Owned by You
You promise that you either own or have permission to use all of the material that you upload to the WebSite. You retain ownership of that material. We may use the material that you provide to us, or information that is publicly available about Your Organisation, to publish information on our Website, and as part of our Organisation Search feature.
Data Protection and Privacy
We may use, process or disclose your information only as described in these Terms (which include the Data Processing Agreement and Privacy Policy). By using the Service, you agree to the collection and use of your Personal Data in the manner set out in these Terms, which may be changed as outlined above.
Authority and Rules (administrators)
Authority
You must provide us with true and accurate information when registering and must maintain and update that information as applicable. Where you are an Administrator with full administrator rights, you promise that you are authorised by the Organisation to:
enter into this contract on behalf of the Organisation;
list the Organisation details on the Site
if you enter into an agreement with WorldPay for Platforms for payment processing services, that you are an authorised representative of the Organisation for this purpose; and
nominate a bank account into which payments will be made and that payment into that account will constitute receipt by the Organisation of that payment.
You must not impersonate any person or use a name you are not legally authorised to use.
Rules
You promise not to list any of the following on the Website:
Offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age;
Obscene material including pornographic material (e.g.: material rated R +18, home porn and hardcore material);
Advertisments
Items that infringe another party’s copyright, patent, trademark, design right, database right, or other intellectual property or other proprietary right
You promise that any information that you publish is accurate, current and complete and is not misleading or otherwise deceptive.
You promise not use the Service to send unsolicited communications of any kind to any member.
If you violate any of these rules, or breach the Terms, then we may suspend or terminate your account.
Reporting Abuse
If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a Membi Organisation, please report it to us.
Compliance with Laws
You promise that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether our Service is suitable for you to use in light of any regulations like EU Data Privacy Laws, or other laws. If you’re subject to regulations and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. You may not use our Service for any unlawful or discriminatory activities.
You promise to comply with EU Data Protection Laws and the terms of the Data Processing Agreement.
Liability
Limitation of Liability
To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Service, including any downloads from the Website. We are not liable for an indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any year will be no more than the total amount of Our Fees charged during that period.
No Warranties
The Website and the Service are provided on an “as is” basis. That means we don’t provide promises of any kind, either express or implied, including but not limited to:
Warranties of merchantability and fitness for a particular purpose. Since people use the Service for a variety of reasons, we can’t guarantee that it will meet your specific needs
that the Website or the Service will always be available, accessible, uninterrupted, timely, secure or operate without error
the information, content, materials or items included on this Website will be as represented by the Organisation or that any representations by organisations are lawful
that Organisations or members will perform as promised
Indemnity
You agree to indemnify us for any losses that we incur, including legal fees that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify us for any losses, including legal fees, that result from someone else claiming that you or someone using your password did something that, if true, would violate any of these Terms.
Legal Fees
If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable legal fees and any damages or other relief we may be awarded.
Fine Print
Assignment
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
Choice of Law
This agreement will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales, and you irrevocably agree to submit to the exclusive jurisdiction of the English courts.
Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
Severability
If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.
Amendments and Waiver
Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a breach of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
No Changes in Terms at Request of Member
Because we have so many Members, we can’t change these Terms for any one Member or Organisation.
Notification of Security Breach
In the event of a security breach that may affect you or any of your Members, we will tell you about the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to any of your Members, you promise to do so promptly.
Notices
Notices can be sent to you at the e-mail address you provided to us or posted on the Website. You may send notices to us via our Contact Us form, or by post to:
Membi, Open Brackets Limited, 2 Pye Lane, Wimborne, Dorset BH21 1UN
