Member: Terms and Conditions

1.1 We are delighted that you have chosen to join Cloud Twelve (as defined below), a one of a kind Wellness and Lifestyle club with an interactive play & learn zone for families with children, indulgent spa, luxury salon, nutritionally-focused brasserie and a holistic wellness clinic.

1.2 These Terms and Conditions record the basis upon which Cloud Twelve Club Ltd, with company number 09767020 and registered office address at 2 - 5 Colville Mews, London, W11 2DA (“Cloud Twelve”), provides services.

1.3 Your contract with Cloud Twelve is made up of the following:

(a) The Membership Sign Up Form;

(b) These Terms and Conditions; and

(c) The Club Rules;

and if there is any conflict or ambiguity between the terms of these documents, terms contained in the document higher in the list shall have priority over those contained in a document lower in the list.

1.4 In respect of Family Space Memberships only, although it is always an adult that is a member of Cloud Twelve for legal reasons, these memberships entitle the Child named in the Membership Sign Up Form to access the Family Space and do not confer any benefit on the adult Member. As a result, one Family Space Membership is required per Child and should the adult Member in question wish to access the spa and wellness clinic within the Club, they should consider a Wellness Membership or pay per use.

2. DEFINITIONS AND INTERPRETATION

2.1 The following definitions shall apply in these Terms and Conditions:

Authorised Adult(s): all adults (such as parents, grandparents, nannies) permitted to accompany a Child Member to, remain with a Child Member at, and collect a Child Member from, the Club, as named in the Membership Sign Up Form or as updated from time in time in accordance with clause 7.9 of these Terms and Conditions;

Child: a person between birth and 12 years of age, and the term “Children” shall be construed accordingly;

Child Member: A Child who is entitled to access the Club and the Family Space as a result of their Parent holding a Family Space Membership, and the term “Child Members” shall be construed accordingly;

Classes: classes for Child Members such as music, art and magic, or any other classes or activities provided by Cloud Twelve at the Club during the term of the Contract, excluding the Signature Classes;

Clinic Services: the services on offer at the wellness clinic within the Club including, but not limited to, naturopathic nutrition, herbal medicine, osteopathy, acupuncture, homeopathy, colonic irrigation, Cryo therapy and IV infusion;

Children Wellness Services: the services on offer at the Family Space within the Club including, but not limited to, Education psychology, Child psychology, Child psychotherapy, Mindfulness sessions, Lactation Counselling, Childbirth Education, Holistic sleep therapy, Pre and Post-natal fitness, Pre and Post-natal nutrition, child nutrition, parent coaching.

Cloud Twelve IPRs: all Intellectual Property Rights subsisting in the Services including, but not limited to, know-how and marketing materials;

Club: the club housing a spa, salon, wellness clinic, brasserie and Family Space, at 2 - 5 Colville Mews, London, W11 2DA;

Club Rules: Cloud Twelve’s club rules which can be found in the club rules booklet at the Club’s reception, as amended by notification to the Member from time to time;

Contract: the contract between the Member and Cloud Twelve for the supply of the Services consisting of the Membership Sign Up Form, the Club Rules and these Terms and Conditions;

Crèche Service: day care for Child Members aged birth to 7 years;

Data Protection Legislation: all applicable privacy and data protection legislation and regulations including the PECR, the GDPR and any applicable national laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;

Family Space: the play and learn zone for families within the Club including a play zone, children’s café, parent lounge, crèche and space for children’s classes;

Family Space Membership: one of the memberships known as ‘Family Space Membership’ granting the Member and their Child access to the Family Space, such membership having the characteristics set out in the Memberships Booklet;

GDPR: the General Data Protection Regulation ((EU) 2016/679);

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Member: any person named as a Member in the Membership Sign Up Form and the term “membership” shall be construed accordingly;

Membership Fee: the fee payable by the Member to Cloud Twelve for the Services, as set out in the Membership Sign Up Form and/or the Memberships Booklet;

Membership Sign Up Form: the form titled ‘Membership Sign Up Form’, to which these Terms and Conditions are attached;

Membership Type: the type of membership of the Club selected by the Member showing in the Membership Sign Up Form, having the characteristics set out in the Memberships Booklet;

Member Personal Data: any Personal Data provided to Cloud Twelve by or on behalf of a Member;

Memberships Booklet: the document setting out the different types of membership available to Members of Cloud Twelve, and describing the Services and other benefits included within each one;

Opening Hours: the period between 9am and 8pm Monday to Saturday, and 9am to 6pm on Sundays, and in respect of the Family Space only, the period between 9am and 7pm Monday to Saturday, and 9am to 6pm on Sundays, or such other periods as may vary from time to time following reasonable written notice to a Member;

Parent: the individual legally responsible for a Child Member, being a parent or a legal guardian;

PECR: the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003);

Personal Data: has the meaning given to it in the Data Protection Legislation;

Services: access to the Club and, depending on the Membership Type, access to the Family Space and the provision of all or some of:

a) the Crèche Service

b) the Classes

c) the Signature Classes

d) the Treatments

e) the Clinic Services

to be provided by Cloud Twelve to the Member;

Signature Classes: classes for Child Members including, but not limited to, ballet, baby yoga, mindfulness, baby raves and martial minds, in each case as available to Members at an extra charge, provided by Cloud Twelve at the Club during the term of the Contract;

Spa & Wellness Treatments Menu: the document setting out the different types of spa and wellness treatments available to Members and the cost of each such treatment, as such document is amended from time to time;

Staff: an employee, contractor, agent or officer of Cloud Twelve who is engaged in the provision of Services on behalf of Cloud Twelve;

Start Date: the day on which the Cloud Twelve is to start provision of the Services, as set out in the Membership Sign Up Form;

Terms and Conditions: these terms and conditions;

Treatments: the provision of hair salon services, manicures and pedicures, waxing, body treatments (including massages and scrubs), facials, and all other treatments included in the Spa & Wellness Treatments Menu.

2.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

2.3 In respect of the membership type ‘Catch me if you can’, the Parent Member acknowledges that one of the below conditions is applicable and true for the Child Member:

a) Child is of dual nationality with residence overseas

b) Home address of the Parent Member and Child Member is 40 miles outside of W11

c) Child Member will spend six months or more outside of London

2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa, and a reference to one gender shall include a reference to the other genders.

2.6 Cloud Twelve may amend these Terms and Conditions or replace them with new terms at any time by giving the Member reasonable notice of the change in writing.

3. RIGHT TO CANCEL

3.1 If the Member is contracting as an individual acting as a consumer, the Member has 14 days after the Start Date to change his or her mind and terminate this Contract by giving notice to Cloud Twelve in accordance with clause 3.2. Upon provision of such notice, this Contract will end immediately and Cloud Twelve will refund the Member in full for any Services which have not been provided, but have been paid for. If the Member terminates within such 14 day cooling off period but after the Start Date and after consuming Services, the Member must pay for the Services provided up until the time he or she informs Cloud Twelve of termination.

3.2 Should a Member wish to terminate this Contract for any reason in accordance with clause 3.1, the Member must inform Cloud Twelve by emailing them at [email protected] .

3.3 Any refund of the Membership Fee shall be paid by the method the Member used for payment. However, Cloud Twelve may make deductions from the amount to be refunded in accordance with the terms of this Contract.

3.4 If the Member is exercising the right to change his or her mind in accordance with clause 3.1, Cloud Twelve may deduct from any refund an amount for the supply of the Services for the period for which they were supplied, ending with the time the Member informed Cloud Twelve that he or she had changed his or her mind.

3.5 Cloud Twelve shall refund the Member within 14 days from the day on which the Member tells Cloud Twelve that he or she wishes to terminate the Contract.

4. COMMENCEMENT AND TERM

4.1 This Contract shall commence on the Start Date, and shall continue unless terminated in accordance with clause 3 (Right to Cancel), clause 4.2, clause 10 (Member’s Right to Terminate this Contract) or clause 11 (Cloud Twelve’s Right to Terminate this Contract).

4.2 Membership shall commence on the Start Date, shall continue for 12 months (the “Initial Period”) and shall automatically extend for consecutive periods of 12 months, unless at least 3 months’ written notice is given by the Member to Cloud Twelve to expire at the end of the Initial Period or the anniversary of the end of the Initial Period (as the case may be).

5. SUPPLY OF SERVICES

5.1 Cloud Twelve shall supply the Services to the Member during the Opening Hours from the Start Date, in accordance with the Contract. For the avoidance of doubt, only those Services which are included within the Member’s chosen Membership Type shall be provided.

5.2 Cloud Twelve reserves the right at its absolute discretion to refuse any application for membership of the Club.

5.3 Cloud Twelve shall:

(a) perform the Services with reasonable care and skill;

(b) use reasonable endeavours to:

(i) perform the Services in accordance with the terms of the Contract;

 (ii) ensure that only Members with a Family Space Membership, Child Members, Children, Authorised Adult(s) or guests of a Member with Family Space Membership have access to the Family Space;

(iii) ensure that the Staff engaged in the provision of the Services are adequately qualified and, in particular, that the Staff engaged in the provision of the Crèche Service, the Classes and the Signature Classes have received the required training and have a valid, up to date Disclosure and Barring Service check (or equivalent in their country of origin);

(iv) ensure that the Staff engaged in the provision of Services are suitably trained;

(c) comply with all applicable laws, statutes and regulations from time to time in force with regard to the provision of the Services, provided that Cloud Twelve shall not be liable under this Contract if, as a result of such compliance, it is in breach of any of its obligations under this Contract.

5.4 Other than as set out at clause 5.3, Cloud Twelve does not warrant that any of its Staff will be registered with a professional body (unless they are required to register under any applicable law or regulation). For the avoidance of doubt, no Staff will, in the course of the provision of the Services, be acting in the capacity of a medical practitioner undertaking

the practice of medicine or otherwise providing medical advice for which a General Medical Council licence to practice is required.

5.5 Please refer to the Memberships Booklet for the number of guests permitted for each Membership Type. Some Membership Types include guest passes and other Membership Types may allow the purchase of guest passes at an additional cost. A Child Member may be accompanied in the Club by a maximum of four adults (including guests) at any one time. A Member may only bring the same guest on four occasions within any 12 month membership period. The Member must be at the Club at all times during their guest’s visit, and each such guest must register on arrival. Child guests are welcome to join a Class or Signature Class, if a class is not full, for a fee (details of which are available from the Club’s reception team or online at http://www.cloudtwelve.co.uk/family-space.

5.6 All Treatments and Clinic Services are subject to availability and all prices for the same are subject to revision.

5.7 In the event of cancellation of a Treatment or Clinic Service, twenty four hours’ notice is required to avoid being charged for said appointment. Cancellations should be made by telephoning the Club on 020 3301 1012. Cancellations made within 24 hours will be charged at full price.

5.8 Cloud Twelve accepts no responsibility for the safety of money or other valuables brought into the Club.

 6. DELAY IN THE PROVISION OF THE SERVICES

6.1 If the supply of the Services is delayed by an event outside Cloud Twelve’s reasonable control (a “Force Majeure Event”) then Cloud Twelve will contact the Member as soon as possible to let the Member know and Cloud Twelve will take steps to minimise the effect of the delay. Provided Cloud Twelve does this, it will not be liable for delays caused by the Force Majeure Event, but if the Force Majeure Event continues for more than one month, the Member may terminate the Contract with immediate effect by giving notice in writing (which includes email) of this intention to Cloud Twelve.

6.2 In the event that membership is terminated as a result of a Force Majeure Event, Cloud Twelve will provide the Member with a pro rata refund of the Membership Fee for any Services the Client has paid for in advance but not received.

7. MEMBER’S OBLIGATIONS

7.1 The Member shall:

(a) register upon arrival at the Club on each visit to the Club;

(b) co-operate with Cloud Twelve in all matters relating to the Services;

(c) read and abide by all Club Rules;

(d) provide, in a timely manner, such information as Cloud Twelve may reasonably

require to allow it to provide the Services, and ensure that such information is accurate and complete in all material respects;

(e) when making a reservation, advise Cloud Twelve of any health conditions, allergies or injuries that could be relevant to the provision of any Treatment or Clinic Service;

(f) in advance of being provided with any Treatment or Clinic Service, and when requested to do so by a member of Staff, complete a health form and medical disclaimer;

(g) respect that the spa within the Club is mobile phone, laptop, pager, camera (or any similar devices) free zone;

(h) not bring into the Club or consume at the Club any food or beverages which have not been purchased at the Club, other than baby milk, and baby formula;

(i) be respectful of Cloud Twelve’s neighbours when entering and leaving the Club, including (but not limited to) entering and leaving the Club quietly, keeping children under control at all times and not causing congestion by waiting or having someone wait in a car in the vicinity of the Club; and

(j) not drive (and procure that any Authorised Adults or guests do not drive) into Colville Mews.

 7.2 In respect of a Family Space Membership, the Member agrees to:

(a) provide to Cloud Twelve the names of all Authorised Adult(s) on or before the Start Date;

(b) ensure that he and/or the Authorised Adult(s) registers on arrival at the Club on each visit to the Club;

(c) ensure that he, or an Authorised Adult, accompanies a Child Member:

(i) under the age of 7 at all times other than for the period of time that such Child Member is partaking in the Crèche Service; and

(ii) aged 7 or over at all times other than for the period of time that such Child Member is partaking in a Class or Signature Class;

(d) ensure that Staff are aware that a Child Member is participating in a Class or Signature Class;

(e) complete on or before the Start Date, and keep up to date, Cloud Twelve’s ‘I am growing’ form and detail within said form any allergies, illnesses or specific requirements relating to the health and care of a Child Member and how those requirements should be met;

(f) when using the Crèche Service, inform the appropriate Staff of any medication the Child Member has received within the preceding 24 hour period;

(g) ensure that a Child Member is collected from a Class, a Signature Class or the Crèche Service should the Child Member become ill, should there be an emergency or in any other circumstances in which a member of Staff telephones such Member or Authorised Adult(s), as soon as possible after receiving the call from Cloud Twelve and in any event no later than within an hour of receiving said call;

(h) be available, or to ensure that an Authorised Adult is available, on the premises of the Club at all times during which a Child Member is within the Family Space or the Club.

7.3 Each Member holding a Family Space Membership acknowledges and agrees that the facilities provided by Cloud Twelve are safe and suitable for the Child Member and that the Staff involved in the provision of Services within the Family Space will not administer medication.

7.4 Classes are included in all Family Space Memberships. Signature Classes are available at an additional cost, details of which are available from the Club’s reception team or online at http://www.cloudtwelve.co.uk/family-space. The size of Classes and Signature Classes is limited and varies between 6 and 8 Children. Members are permitted to pre-book such classes, which will be allocated on a first come, first serve basis.

7.5 Classes and Signature Classes are designed specifically for set age groups and Members should take note of the age group of the Class or Signature Class when booking.

7.6 Children under the age of 7 must be accompanied by a Parent Member or Authorised Adult at all times (including during Classes or Signature Classes) other than for the period of time that such Child Member is partaking in the Crèche Service.

7.7 During such period as the Child Member (or Child guests of the same) uses the Family Space, including any time during which a Child is involved in a Class or Signature Class (other than those under the age of 7 which must be accompanied at all times in classes in accordance with clause 7.6), a Parent Member or Authorised Adult must remain within the Family Space at all times. The exception to this is in respect of any Child Member partaking in the Crèche Service, in which case, the Parent Member or Authorised Adult must remain within the Club.

7.8 The Crèche Service is included in all Family Space Memberships (with the exact number of hours included varying depending on the Membership Type), with additional hours of Crèche Service being available to purchase at an additional cost. The Crèche Service is available for two consecutive hours per single crèche session. A Parent Member or Authorised Adult must remain at the Club through the session at all times and must collect the Child Member at the conclusion of said session.

7.9 Cloud Twelve will only allow a Child Member to leave the Club if accompanied by a Parent Member or Authorised Adult. The details of the Authorised Adult(s) of the Child Member may be updated at any time upon notification to Cloud Twelve in writing (which shall include email) from the relevant Member.

7.10 Cloud Twelve will charge a Child Member an entry fee to ticketed events in the Family Space. Members will be notified of ticketed events through the weekly class schedule, distributed via email, and placed on the parents notive board in the Family Space.

7.11 Cloud Twelve reserves the right to host birthday parties for both Child Members and non-Members under the age of 7 years within the Family Space, for a maximum of 10 hours a month. Members will be notified via email, and placed on the parents notice board in the Family Space. Birthday parties are held for a minimum of 1 hour and will not exceed 3 hours.

8. INTELLECTUAL PROPERTY

8.1 Cloud Twelve and its licensors shall retain ownership of all Cloud Twelve IPRs.

9. CHARGES AND PAYMENT

9.1 In consideration for the provision of the Services, the Member shall pay Cloud Twelve the Membership Fee in accordance with this clause 9. The Membership Fee is inclusive of VAT.

9.2 Subject to clause 10, the Membership Fee shall be payable on or in advance of the Start Date or the anniversary of the Start Date (as applicable) or in four quarterly instalments, only applicable for total amounts of £3,000 or greater, with the first instalment to be paid on or before the Start Date or the anniversary of the Start Date (as applicable) and each subsequent payment being made every three months thereafter by direct debit until the Membership Fee has been paid in full. Quarterly Direct Debit instructions will incur a 4% administration charge on each quarterly payment.

9.3 If the Member fails to make any payment due to Cloud Twelve under the Contract by the due date for payment, then, without limiting Cloud Twelve's remedies under clauses 10 and 11 (Termination):

(a) the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) Cloud Twelve may suspend all Services until payment has been made in full.

9.4 All amounts due under the Contract from the Member to Cloud Twelve shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.5 In the event that a Signature Class, Treatment or Clinic Service is cancelled by Cloud Twelve, Cloud Twelve shall provide an alternative Signature Class, Treatment or Clinic Service or provide a refund of any fees in respect of said Signature Class, Treatment or Clinic Service paid by the Member. In the event that a series of Signature Classes, Treatments or Clinic Services (a “Course”) is cancelled by Cloud Twelve, Cloud Twelve shall provide a pro rata refund of any fees for any part of the Course that was not completed as a result of Cloud Twelve’s termination.

10. MEMBER’S RIGHT TO TERMINATE THIS CONTRACT

10.1 The Member may terminate this Contract for any reason set out in clauses 10.1(a) to 10.1(d) below, further to providing Cloud Twelve with written notice of the same, when this Contract will terminate immediately and Cloud Twelve will refund the Member in full for any Services which have not been provided, but have been paid for. The reasons are:

(a) the Member elects to terminate this Contract in accordance with clause 3.1;

(b) the Member elects to terminate this Contract in accordance with clause 4.2;

(c) the supply of the Services have been significantly delayed because of a Force

Majeure Event which continues for a period of more than one month; or

(d) Cloud Twelve has breached a material term of this Contract which cannot be remedied or, if such breach can be remedied, Cloud Twelve has failed to remedy it within 30 days of notice from the Member.

11. CLOUD TWELVE’S RIGHT TO TERMINATE THIS CONTRACT

11.1 Cloud Twelve may terminate this Contract immediately on written notice to the Member if:

(a) the Member fails to pay within seven days of the due date any amount payable pursuant to this Contract; or

(b) the Member has breached a material term of this Contract which cannot be remedied or, if such breach can be remedied, the Member has failed to remedy it within 30 days of notice from Cloud Twelve; or

(c) the Member has engaged a current or former member of Staff of Cloud Twelve, in contravention of clause 13; or

(d) the behaviour of a Member or anyone associated with a Member (including a Child Member, guest or an Authorised Adult), is deemed unacceptable by Cloud Twelve or endangers the safety or wellbeing of any other Member, member of Staff or individual at the Club; or

(e) a Member or anyone associated with a Member (including a Child Member, guest or an Authorised Adult), subjects any member of Staff to any unwanted physical, verbal or non-verbal conduct that has the purpose or effect of creating an intimidating, hostile, degrading, humiliating or offensive environment for that member of Staff engaged in the provision of the Services.

11.2 In the event that Cloud Twelve terminates this Contract in accordance with clause 11.1 above, no refund of the Membership Fee shall be due. Cloud Twelve may however, at its absolute discretion, waive or reduce the Membership Fee of any Member.

12. POST TERMINATION

12.1 On termination of the Contract for whatever reason:

(a) access to the Club and all other privileges of membership shall end with immediate effect;

(b) the Member shall immediately pay to Cloud Twelve all of Cloud Twelve's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Cloud Twelve may submit an invoice, which shall be payable immediately thereafter;

(c) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

(d) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13. POACHING OF CLOUD TWELVE STAFF

13.1 The Member agrees that he will not induce or procure or attempt to induce a member of Staff engaged in the provision of the Services to leave his/her employment or service with Cloud Twelve.

13.2 If a Member or Authorised Adult or previous Member (being a person who has been a Member in the preceding 12 months) engages a current or former member of Staff of Cloud Twelve within 6 months of the termination of that member of Staff’s employment or service with Cloud Twelve, howsoever occasioned, in any capacity whatsoever, the Member or previous Member (as the case may be) will be liable to pay Cloud Twelve a fee equivalent to 30% of the relevant staff member’s annual compensation (as at the date they ceased to be a staff member of the Club).

14. LIMITATION OF LIABILITY

14.1 In the event the Member is contracting as a consumer:

(a) if Cloud Twelve fails to comply with this Contract, Cloud Twelve is responsible for loss or damage suffered by the Member that is a foreseeable result of breaching the terms of this Contract or Cloud Twelve’s failure to use reasonable care and skill, but Cloud Twelve is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the Start Date, both parties knew it might happen; and

(b) Cloud Twelve does not exclude or limit in any way its liability to the Member where it would be unlawful to do so. This includes liability for death or personal injury caused by Cloud Twelve’s negligence or the negligence of its Staff and for fraud or fraudulent misrepresentation.

14.2 In the event the Member is contracting otherwise than as a consumer: (a) nothing in this Contract shall limit or exclude Cloud Twelve’s liability for:

(i) death or personal injury caused by its negligence, or the negligence of its Staff; or

(ii) fraud or fraudulent misrepresentation; or

(iii) any other liability which cannot be limited or excluded by applicable law;

(b) subject to clause 14.2(a), Cloud Twelve shall not be liable to the Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for any indirect or consequential loss including (but not limited) to loss of profits, loss of sales or business or loss of goodwill, howsoever caused; and

 (c) subject to clause 14.2(a), Cloud Twelve’s total liability to the Member, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to the Membership Fee paid in the 12 month period prior to the relevant breach, by the Member under this Contract.

14.3 In the event that a Member (in respect of a Family Space Membership) does not provide Cloud Twelve with a completed ‘I am growing’ form detailing the Child Member’s allergies, illnesses or specific requirements relating to the health and care of the Child Member and/or does not keep such information up to date in accordance with clause 7.2(e), Cloud Twelve excludes all liability to the fullest extent permitted by law.

14.4 In the event that a Member or Authorised Adult does not inform the appropriate Staff in the Family Space of any medication given to a Child Member within the preceding 24 hour period prior to the Child Member’s arrival at the Crèche Service, in accordance with clause 7.2(f), Cloud Twelve excludes all liability to the fullest extent permitted by law.

15. QUERIES AND COMPLAINTS

15.1 Should the Member have any questions or complaints about the provision of the Services, the Member may telephone Cloud Twelve on 020 3301 1012 or write to Cloud Twelve at [email protected] and Cloud Twelve will endeavour to deal with such queries and complaints quickly and fairly.

16. DATA PROTECTION

16.1 In this clause 16, the terms “data subject” and “process” shall have the meanings given to them in the Data Protection Legislation.

16.2 Cloud Twelve and the Member will comply with all requirements and obligations applicable to each of them under the Data Protection Legislation in respect of the Member Personal Data.

16.3 The Member hereby confirms that they shall only provide Cloud Twelve with Member Personal Data where:

(a) they have provided the necessary information to the relevant data subjects regarding its use (please refer to our privacy policy http://www.cloudtwelve.co.uk/privacy-policy for that purpose);

(b) they have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent in accordance with the Data Protection Legislation; and

(c) they have complied with the necessary requirements under the Data Protection Legislation to enable them to do so.

16.4 Cloud Twelve shall process all Member Personal Data in accordance with the terms of the Data Protection Legislation and its privacy policy which can be found here http://www.cloudtwelve.co.uk/privacy-policy .

16.5 For the avoidance of doubt, the Member consents to Cloud Twelve processing the Child Member’s Personal Data in accordance with the terms of the Data Protection Legislation and the privacy policy which can be found here http://www.cloudtwelve.co.uk/privacy-policy .

17. GENERAL

17.1 Confidentiality.

(a) Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 17.1(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.1; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) The parties shall not use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

17.2 Assignment and other dealings.

(a) The Member shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Cloud Twelve's prior written consent.

(b) Cloud Twelve may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

17.3 Entire agreement.

(a) The Contract is between the Member and Cloud Twelve.

(b) The Contract constitutes the entire agreement between the parties and

supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(c) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

 17.4 Variation.

(a) Other than in accordance with clause 2.5, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.5 Waiver.

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.6 Severance.

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.7 Notices.

(a) Where any party is required to agree any matter or give notice in writing in accordance with this Contract, email correspondence shall be considered valid when sent, in the case of a written notice to Cloud Twelve, to the email address set out in clause 15 and, in the case of a written notice to a Member, to the email address set out in the Membership Sign Up Form or used by such Member to liaise with Cloud Twelve.

(b) 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.

17.8 Third party rights.

(a) This Contract is between the Member and Cloud Twelve. No other person shall have any rights to enforce any of its terms.

17.9 Governing law.

(a) The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

17.10 Jurisdiction.

(a) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.