2 Definitions and Interpretation
2.1 In these terms and conditions unless the context otherwise requires, the following expressions have the following meanings:
This means the agreement entered into by the member and Leigh Howes incorporating these terms and conditions which shall govern the membership agreement.
Means any individual denoted upon the Membership Agreement Form attached.
Means the Leigh Howes, trading as Sorbus Associates and any subsidiary groups. Can be known as The Organisation.
Means notification by The Organisation of each monthly meeting/Training. This notification is subject to these terms and conditions.
Means the pre-scheduled networking meeting.
“Membership Rates ”
Means the total sum payable monthly/annually for membership of The Organisation.
2.2 Unless the context otherwise requires, each reference in these terms and conditions to:
2.2.1 ‘writing’ and any cognate expression, includes a reference to nay communication effected by electronic transmission or similar means;
2.2.2 ‘the terms and conditions’ is a reference to these terms and conditions as amended or supplemented at the relevant time.
2.2.3 A Clause or Paragraph is a reference to a Clause of these terms and conditions.
2.2.4 A ‘party’ or the ‘parties’ refers to the parties of these terms and conditions.
2.3 The headings used in these terms and conditions are convenience only and shall have no effect upon the interpretation of these terms and conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
3 Monthly Meeting Events
3.1 The Organisation shall throughout the continuance of the agreement provide regular monthly group meeting to the member, unless otherwise specified.
3.2 The Organisation will use reasonable care and skill in providing the monthly group events.
4.1 Upon the signing of the agreement monthly membership is payable in advance by the member to the Organisation. Thereafter the member shall pay by direct debit the monthly event payment on or before the first day of each calendar month. This fee is payable regardless of attendance by the member and is not refundable.
4.2 Notice of any changes to the membership rates must be posted by the Organisation by email and not less than 30 days prior to such changes being implemented.
4.3 Any late or non-payment of the fees mentioned in Paragraph 4.2 above will be in breach of this agreement.
4.4 If the member fails to make any payment within 14 days from its due date, then the Organisation shall revoke the member’s membership.
4.5 The member agrees to strictly observe all rules and regulations now in force or in the future as prescribed by the Organisation for the attendance of the monthly events and payments as stated above.
4.6 The Organisation reserves the right to revoke this membership should a member fail to keep and observe any of its rules and regulations or by reason of nuisance, disturbance to other members or members of staff or for fraud.
5 Variation and Amendments
5.1 If due to circumstances beyond the Organisations control, it is forced to make any changes in the arrangements relating to any of its monthly events, it shall notify the member as soon as possible. The Organisation shall endeavor to keep any such changes to a minimum and shall seek to offer the member alternative arrangements as close to the original ones as are reasonably possible in the circumstances.
6 Liabilities and Indemnity
6.1 Where a monthly event is cancelled or terminated or where such cancellation or termination occurs due to reasons which are outside the Organisations reasonable control, the Organisation shall be entitled to retain from any sums hitherto received from the member or which may still be due from the member to the Organisation, such costs, expenses and disbursements which it has incurred or for which it shall or may be liable in connection with the monthly events and such contribution to the Organisation’s overheads as shall be reasonable and shall return any balance to the member.
6.2 The member shall indemnify the Organisation against all damages, costs, claims and expenses incurred by it arising from loss or damage to any equipment (including that of third parties) caused by the member or their agent or employee.
6.3 The Organisation shall not be liable to the member or be deemed to be in breach of the agreement by reason of any delay in performing or any failure to perform any of the Organisations obligations if the delay or failure was due to any cause beyond the Organisations reasonable control.
7.1 The member agrees:
7.1.1 Not to disclose any confidential information to any other party.
7.1.2 Not to use any confidential information for any purpose other than as contemplated by and subject to the terms of this agreement.
7.1.3 Not to make any copies of, record in any way or part with possession of any confidential information.
7.2 Either party may:
7.2.1 Use any confidential information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the agreement or at any time after that date becomes, public knowledge through no fault of that party. In making such use or disclosure that party must not disclose any part of the confidential information, which is not public knowledge.
8 Terms, Cancellation and Termination
8.1 This agreement shall come into force upon the payments mentioned in Paragraph 4 above and shall until either party informs of its intention to leave or terminate the group membership, subject to the provisions of this Clause.
8.2 If the member wishes to cancel attendance at an event they may do so at any time by written notice to the Organisation provided that any additional costs reasonably incurred by the Organisation in cancelling any arrangements connected with the event shall be paid by the member on demand.
8.3 Either party may immediately terminate this agreement by giving written notice to the other party if:
8.3.1 Any sum owing to that party by the other party under any of the provisions of this agreement is not paid by the due date;
8.3.2 The other party commits any other breach of any of the provisions of this agreement and, if the breach is capable of remedy, fails to remedy it within 7 working days after being given written notice giving full particulars of the breach and requiring it to be remedied.
8.4 For the purposes of sub-clause 8.3.2 above a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
8.5 The right to terminate this agreement given by this Clause 8 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
9 Effects of Termination
9.1 Upon the termination of this agreement for any reason: 9.1.1 Any sum owing by either party to the other under any of the provisions of this agreement shall become immediately due and payable.
9.2 Termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of an event given rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this agreement which existed at or before the date of termination.
9.3 Subject as provided in this Clause 9 and except in respect of any accrued rights neither party shall be under any further obligation to the other.
10.1 The parties agree that the times and dates referred to in this agreement are for guidance only and are not of the essence of this agreement and may be varied by mutual agreement between the parties.
11 Relationship of the Parties
11.1 Nothing in the agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly provided for in the agreement.
12 Third Party Rights
12.1 No part of this agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
13.1 All notices under this agreement shall be in writing and shall be deemed duly given if signed by, or on behalf of, a duly authorised Officer of the party giving the notice.
13.2 Notice shall be deemed to have been duly given when sent, if transmitted by facsimile or email and a successful transmission report or return receipt is generated.
13.3 In each case notices shall be addressed to the most recent address, email address, or facsimile number notified to the other party.
14 Entire Agreement
14.1 The agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
14.2 Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and all conditions, warranties or other terms implied by Statute or Common Law are excluded to the fullest extent permitted by law.
15.1 In the event that one or more of the provisions of this agreement is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of this agreement. The remainder of the agreement shall be valid and enforceable.
16 Dispute Resolution
16.1 The parties shall attempt to resolve any dispute arising out of or relating to this agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
16.2 If the parties are unable to resolve any disputes the parties may apply to resolve the dispute through an agreed alternative dispute resolution procedure.
16.3 If the parties are unable to resolve the matter there is nothing in this Clause 16 to prohibit either party or its affiliates from applying to a Court for relief.
16.4 The parties hereby agree that the decision and outcome of the final method of Dispute Resolution under this Clause shall be final and binding upon both parties.
17 Law and Jurisdiction
17.1 The terms and conditions and this agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the Laws of England and Wales.
Any dispute, controversy, proceedings or claim between the parties relating to these terms and conditions or this agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall full within the jurisdiction of the Courts of England and Wales.