Cyclists Welcome terms and conditions

1. Definitions

In these terms and conditions, the following terms shall have the following meanings:

Accreditation is an enhanced Listing on the Website.

Agreement shall include these terms and conditions and the Application Form. In the event of any inconsistency between these agreements, the order of priority shall be: (1) these terms and conditions (2) the Application Form.

Applicant means (i) the organisation seeking Listing and/or Accreditation on the Website and associated media and/or (ii) the organisation which will receive Cyclists Welcome Listing and/or Accreditation, once accepted by Cycling UK and Listed on the Website.

Application Form means the form which is completed and submitted in accordance with these terms and conditions by the Applicant in order to obtain a Listing and/or Accreditation.

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information is all information of a confidential nature concerning the trade secrets or business dealings, Intellectual Property Rights, methods of business, clients, members, market information, transactions, plans or affairs of a party and any information (whether encrypted, in copy form or in any media) which by its nature the recipient ought to reasonably conclude is confidential information of the other party, but no information that is: in the public domain (other than by breach of this Agreement); stock in trade or readily ascertainable by persons in the trade; or received lawfully by the recipient from a third party on a non-confidential basis shall be deemed information of a confidential nature/confidential information of the other party.

Cycling UK means Cyclists’ Touring Club (trading as Cycling UK) of Parklands, Railton Road, Guildford, Surrey GU2 9JX (registered charity number 1147607 in England and Wales and in Scotland SC042541, company number 25185).

Data Protection Authorities are the independent public authorities that supervise, through investigative and corrective powers, the application of the data protection law.

Data Protection Legislation means: (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data, (all as may be updated, amended and superseded from time to time).

EU GDPR means the General Data Protection Regulation 2016/679.

Intellectual Property Rights are all patents, rights to inventions, utility models, copyright and related rights (including moral rights), trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Listing (or Listed) means the information of the Applicant added to the Website and amended from time to time by Cycling UK and the Applicant. The information includes, but is not necessarily limited to, details of the Applicant, photographs and other imagery supplied by the Applicant and a location pin placed on the map incorporated within the Website.

Personal Data/Sensitive Personal Data /Data Subjects shall have the same meanings as set out in the Data Protection Legislation and for the purposes of the Programme means all personal details collected from customers who have used funded equipment and facilities.

Programme means the Cyclists Welcome programme which is applied for by Applicants in accordance with this Agreement order to receive a Listing.

UK GDPR has the meaning given to it in the Data Protection Act 2018.

Website means Cycling UK’s Cyclists Welcome website: https://www.cyclistswelcome.co.uk

2. Cycling UK’s obligations

2.1. Cycling UK shall maintain Website, incorporating a map, on which successful Applicants will receive a Listing. Cycling UK will make reasonable efforts to minimise downtime of the Website due to maintenance, repair or other causes of disruption, but will not be responsible for longer periods of disruption beyond its control.

2.2. Cycling UK will make available to the Applicant a webpage on the Website which shall be linked to an icon representing the Applicant on a map, where the Applicant shall provide further information about its facilities and contact details.

2.3. The award of a Listing and an Accredited status to an Applicant is at the sole discretion of Cycling UK. This will not be unreasonably withheld from an Applicant which demonstrates that it meets the necessary standards for Accreditation as determined by Cycling UK from time to time.

3. Applicant’s obligations

3.1. The Applicant shall co-operate with Cycling UK in all matters relating to the performance of the Applicant’s obligations under this Agreement and shall act with all due skill and diligence in the performance of its obligations.

3.2. The Applicant agrees and undertakes that by submitting an application all claims made by or on behalf the Applicant shall be true in fact. The Applicant acknowledges that in the event of the Applicant failing to offer the benefits as listed Cycling UK may remove their Listing from the Website for a period of time to allow the Applicant’s offering to be amended or permanently if, at the sole discretion of Cycling UK, the Listing continues to be misleading.

3.3. The Applicant undertakes that any material added, by the Applicant, to the Applicant’s Listing shall not:

• Contain any misleading or inaccurate information
• Reference any other business listed on the Website
• Contain any offensive language, imagery, or other such material
• Bring the reputation of Cyclists Welcome or Cycling UK into disrepute

3.4. The Applicant agrees to pay the annual fees as detailed by Cycling UK from time to time. The fees will be paid by Direct Debit. The Applicant may cancel their Listing at any time and no further fee will be payable. The Applicant acknowledges that refunds will not be made for any time between cancellation and the end of the annual period.

4. Publicity

4.1 The Applicant shall not publish any material referring to the Cyclists Welcome or this Agreement without the prior written agreement of Cycling UK.

4.2 Clause 4.1 does not prevent the Applicant from displaying, in its original and unamended form, the Cyclists Welcome logo or other material provided by Cycling UK on its premises, Website, associated media or advertising.

4.3 The use of all publicity materials, supplied or otherwise, must conform to the supplied branding guidelines provided by Cycling UK to the Applicant.

4.4 The Applicant agrees to participate in and co-operate with promotional activities relating to the Programme that may be instigated and/or organised by Cycling UK.

5. Intellectual Property Rights

5.1. Cycling UK and the Applicant agree that all rights, title and interest in or to any information, data, reports, documents, procedures, forecasts, technology, know-how and any other Intellectual Property Rights whatsoever owned by either Cycling UK or the Applicant before the date that the Applicant submits its Application Form, or developed independently by either party during the performance of their respective obligations in this Agreement, shall remain the property of that party.

5.2. Where Cycling UK has provided the Applicant with any of its Intellectual Property Rights for use in connection with the Programme (including without limitation its name and logo), the Applicant shall, on termination of this Agreement, cease to use such Intellectual Property Rights immediately.

5.3. Unless expressly provided by this Agreement Cycling UK does not transfer any of its Intellectual Property Rights to the Applicant or give any licence to use its Intellectual Property Rights, subject to any further written agreement between the parties.

5.4. Each party shall immediately give written notice to the other party of any actual, threatened or suspected infringement or unauthorised use of any party’s Intellectual Property Rights under or in connection with this Agreement.

5.5. No party to the Agreement shall take any action that might invalidate the Intellectual Property Rights owned by or licensed to the other party.

5.6. The provisions of this clause shall survive expiry or termination of the Agreement.

6. Data protection

6.1. The Applicant shall comply at all times with all Data Protection Legislation applicable in the UK from time to time.

6.2. Notwithstanding any other remedies available to Cycling UK, the Applicant shall fully indemnify and hold harmless Cycling UK as a result of any such breach of Data Protection Legislation, by the Applicant or any other party used by the recipient in its performance of the Agreement, that results in Cycling UK suffering fines, loss or damages.

7. Withholding, suspending and withdrawal of the Listing

7.1. Without prejudice to Cycling UK’s other rights and remedies, if the Applicant fails to comply with any of its obligations in this Agreement, Cycling UK may at its discretion, reduce, suspend, or terminate any or all of the benefits of participation. Cycling UK may exercise this right if, in particular, any of the following events occurs:

• 7.1.1. Cycling UK reasonably believes that the activities of the Applicant may bring the reputation of the Programme or Cycling UK into disrepute
• 7.1.2. The Applicant provides Cycling UK with any materially misleading or intentionally inaccurate information
• 7.1.3. The Applicant fails to perform its obligations under this Agreement in accordance with any applicable statutory requirements, or
• 7.1.4. There is any change of control (within the meaning of section 1124 of the Corporation Tax Act 2010)

8. Limitation of liability

8.1. Nothing in this Agreement shall limit or exclude the parties’ liability for:

• 8.1.1. Death or personal injury resulting from a party’s negligence
• 8.1.2. Draud or fraudulent misrepresentation, or
• 8.1.3. Anything for which the parties cannot legally limit or exclude or attempt to limit or exclude their liability

8.2. Subject to clause 8.1 Cycling UK’s total aggregate liability to Applicant for any damages, costs, claims or expenses arising out of the performance (or non-performance) by Cycling UK, its employees, agents, consultants or subcontractors of its obligations under the Agreement (whether by virtue of negligence, breach of statutory duty or otherwise) shall be limited to £10,000.

8.3. Subject to clause 8.1 Cycling UK shall not be held responsible or liable to the Applicant for any:

• 8.3.1. Loss of opportunity
• 8.3.2. Loss or corruption of data
• 8.3.3. Depletion of goodwill of loss of reputation, or
• 8.3.4. Special, indirect or consequential losses, costs, damages, charges or expenses

8.4. Cycling UK accepts no liability for any consequences, whether direct or indirect, that may come about from the Applicant participating in the Programme.

8.5. The provisions of this clause shall survive termination of the Agreement.

9. Duration

9.1. The Agreement shall commence from the date that the Applicant submits its Application Form and shall remain in full force and effect until termination by either party or if the Applicant fails to renew their Listing in which case their Listing will automatically expire at the end of the relevant annual period.

10. Termination

10.1. Cycling UK may terminate this Agreement without any liability whatsoever at any time on giving the Applicant 1 weeks’ written notice for any reason.

10.2. Cycling UK may terminate this Agreement forthwith and without further liability, if:

• 10.2.1. The Applicant ceases to operate for any reason
• 10.2.2.The Applicant becomes insolvent, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due, or
• 10.2.3. The Applicant fails to comply with any of the terms and conditions set out in this Agreement and fails to rectify any such failure within ten (10) days of receiving written notice detailing the failure. In Cycling UK’s reasonable opinion, the Applicant participation in the Programme is reasonably likely to have a negative impact on the reputation of Cycling UK or the Programme

11. Effects of termination

11.1. Unless otherwise agreed in writing by the parties, on expiry or termination of this Agreement for any reason:

• 11.1.1. Each party shall promptly return the other’s Confidential Information it then holds (and all copies of such Confidential Information in whatever form or media held). Each party shall certify to the other in writing that they have not retained any copies of Confidential Information
• 11.1.2.The accrued rights and liabilities of the parties as at termination and any clauses expressly or impliedly intended to survive, shall continue in full force and effect, and
• 11.1.3. All rights and licences to use any licensed materials (including the trade-marks or branding of Cycling UK) shall cease

11.2. The provisions of this clause shall survive termination of the Agreement.

12. Assignment

12.1. The Applicant may not, without the prior written consent of Cycling UK, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement.

13. Notices

13.1. All notices and other communications in relation to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, e-mailed, or mailed (first class postage prepaid) to the address of the relevant party. If personally delivered or if e-mailed all such communications shall be deemed to have been given when received (except that if received on a non-Business Day or after 5.00 pm on any Business Day they shall be deemed received on the next Business Day) and if mailed all such communications shall be deemed to have been given and received on the second Business Day following such mailing.

14. No partnership or agency

14.1. This Agreement shall not create any partnership or joint venture between Cycling UK and the Applicant, nor any relationship of principal and agent, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

15. Third party rights

15.1. This Agreement does not and is not intended to confer any contractual benefit on any person pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999.

16. Miscellaneous

16.1. If any court or competent authority finds that any provision of this Agreement (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 this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original intention.

16.2. Each party agrees to do or procure to be done all such further acts and execute or procure the execution of all such documents as the other may from time to time reasonably require for the purpose of giving the other the full benefit of the provisions of this Agreement.

16.3. Each of the parties acknowledge that, in entering into this Agreement, they do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each of the parties agree that their only remedies in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.

16.4. This Agreement constitutes the entire agreement between the parties and supersedes all previous drafts, heads of terms, arrangements and understandings between the parties, whether written or oral, relating to the subject matter of this agreement.

16.5. No variation of this Agreement shall be valid unless it is in writing and signed by, or on behalf of, each of the parties.

16.6. The Agreement may be executed and delivered in any number of counterparts, each of which is an original and which, together, have the same effect as if each party had signed the same document.

17. Governing law

17.1. This Agreement shall be governed by and construed in accordance with the law of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

17.2. The provisions of this clause shall survive expiry or termination of the Agreement.

17.3. This document has been executed as an AGREEMENT and is delivered and takes effect on the date the Listing is accepted by Cycling UK.