CH4B MEMBERS AGREEMENT

PARTIES: 

This Agreement is between:
(1) CH4B LIMITED, a company incorporated in England and Wales with company number 12599313 whose registered office is at The Office North Benfleet Hall Road, North Benfleet, Wickford, Essex, England, SS12 9JR (“CH4B”); and
(2) the organisation applying for and accepted into CH4B membership (the “Member”).

1. Definitions and Interpretation

1.1 Definitions
The following definitions apply in this Agreement:

Affiliate Partnership: a CH4B membership benefit under which a Member expressly approved by CH4B may introduce businesses to CH4B and become eligible for payments in accordance with clause 13.

Annual Membership: a Membership Term of 12 months for which the applicable annual Membership Fee is paid in a single payment in advance.

CH4B Community: CH4B and all CH4B members and Expert Partners from time to time.

CH4B Materials: all documents, text, articles, graphics, videos, photos, logos, designs, content, materials, illustrations, artwork, data, diagrams, reports or other information provided by CH4B to the CH4B Community from time to time.

Commencement Date: has the meaning given in clause 2.1.

Complimentary Core: a Core Membership provided by CH4B without the usual Core Membership Fee for a defined complimentary period, subject to the conditions in this Agreement.

Confidential Information: has the meaning given in clause 8.

Core Membership: CH4Bs Core membership pathway, delivered through a Strategic Business Partner and the CH4B Momentum Framework and including the applicable Core membership services confirmed by CH4B from time to time.

Data Protection Laws: the Data Protection Act 2018, UK GDPR and all applicable laws and regulations relating to the processing of personal data and privacy, including, where applicable, guidance and codes of practice issued by the Information Commissioner or relevant Government department and, to the extent applicable, the data protection or privacy laws of any other country.

Engagement: a Members binding commitment to proceed with an Expert Partner Service following an Introduction.

Expert Partner: a specialist forming part of CH4Bs Expert Partner Network that has been approved by CH4B to receive Introductions from CH4B and the CH4B Community.

Expert Partner Service: a service offered or provided by an Expert Partner independently of CH4B.

Initial Term: has the meaning given in clause 11.

Intellectual Property Rights: any patents, copyright, trademarks, trade names, domain names, rights in get-up, goodwill, designs, whether registered or unregistered, database rights, moral rights, know-how, trade secrets and any other intellectual or industrial property rights, including all applications for, renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

Introduction: any introduction, referral or recommendation made by CH4B or a member of the CH4B Community for the Member to consider using an Expert Partner Service. “Introduced” shall be construed accordingly.

Member Materials: any documents, including without limitation a one-page business introduction document, text, articles, graphics, videos, photos, logos, designs, content, materials, illustrations, artwork, data, diagrams, reports or other information provided by the Member to CH4B from time to time.

Membership Fee: any fees or charges payable for the CH4B Services from time to time or any other payments required in accordance with this Agreement.

Membership Level: the applicable Core, Premium, Premium Plus or Elite membership selected by or agreed with the Member and confirmed by CH4B.

Membership Term: the duration for which the Member is authorised to be a CH4B member under this Agreement pursuant to clause 11, consisting of the Initial Term and any Renewal Period.

Momentum Call: the scheduled Strategic Business Partner meeting applicable to Core Membership and delivered through the CH4B Momentum Framework.

Renewal Period: has the meaning given in clause 11.

Services: the applicable services provided by CH4B under the Members Membership Level from time to time, which may include onboarding, access to a Strategic Business Partner, Momentum Calls for Core Members, Strategy Meetings for Premium, Premium Plus and Elite Members, educational resources, relevant CH4B frameworks and tools, access to the wider CH4B Business Progress Ecosystem and Introductions to Expert Partners and other CH4B members.

Strategic Business Partner: the CH4B role supporting the Member through strategic guidance, challenge, accountability and connection to relevant expertise and opportunities within the CH4B Business Progress Ecosystem.

Strategy Meeting: a scheduled Strategic Business Partner strategy meeting provided as part of Premium, Premium Plus or Elite Membership, where applicable.

Website: ch4b.co.uk or any other website enabling the Member to apply for or manage CH4B membership.

1.2. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

1.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4. The terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.5. Clause headings and any illustrations and visual elements are for reference only and shall not affect the interpretation of a clause or have legal effect.

1.6. In the event of conflict between the main body of this Agreement and any Schedule, the main body of this Agreement will prevail, followed by the Schedules in sequential order of appearance.

1.7. A reference to “writing” or “written” includes email unless expressly stated otherwise, but not fax.

2. Engagement

2.1. Following the Member submitting an application to become a CH4B member on the Website, or as otherwise agreed with CH4B, CH4B will confirm to the Member in writing whether the application is successful. Upon the application being confirmed as successful by CH4B, this Agreement will take effect and the Member will become a CH4B member (the “Commencement Date”). For Complimentary Core, the Commencement Date is the date on which the complimentary membership period begins.

2.2. In consideration of the Members obligations under this Agreement and, where applicable, its commitment to pay the Membership Fee in accordance with clause 5, CH4B agrees to provide the Member with the Services applicable to its Membership Level.

2.3. The Members Membership Level, payment basis and any Complimentary Core period will be confirmed by CH4B in writing.

2.4. For the avoidance of doubt, this Agreement is not a contract for Expert Partner Services between CH4B and the Member.

2.5. This Agreement shall prevail over any inconsistent terms or conditions contained in or referred to in the Members purchase order, confirmation of order or specification, or implied by law, trade, custom, practice or course of dealing.

3. CH4B Obligations

3.1. CH4B will provide the Services to the Member using reasonable care and skill.

3.2. CH4B will use reasonable efforts to meet any timeframes agreed with the Member, but time is not of the essence under this Agreement.

3.3. CH4B reserves the right to cancel or rearrange any training sessions or meetings with the Member at any time, provided that CH4B shall seek to provide as much advance notice as possible in the circumstances.
CH4B also reserves the right to change the speaker or content of any training sessions or webinars at any time.

3.4. In relation to Expert Partner Introductions, CH4B will seek to introduce the Member to Expert Partners where CH4B reasonably considers that the relevant Expert Partner Services would be suitable and relevant for the Member. Notwithstanding this, CH4B reserves the right not to introduce any particular Expert Partner or Expert Partner Service to the Member at its sole discretion.

3.5. CH4B may use the Member Materials for the benefit of the CH4B Community, including making available educational content and promoting the Members business from time to time, subject always to clause 6.

3.6 Money Back Guarantee Obligations
3.6.1 CH4B is committed to honouring the Money Back Guarantee as outlined in clause 5.8 and ensuring that eligible Members receive a fair and transparent review of their requests.
3.6.2 CH4B will:
(a) acknowledge receipt of a Members request within five business days and confirm the review process and any additional documentation reasonably required;
(b) review the request to verify the Members compliance with the eligibility requirements in clauses 4.4 and 5.8; and
(c) provide the Member with a written decision following completion of its review.
3.6.3 CH4B may request further reasonable information or documentation necessary to determine whether the Member satisfies the Money Back Guarantee requirements.
3.6.4 Where a Money Back Guarantee request is approved, CH4B will process any refund due in accordance with clause 5.8 within 15 business days after the termination date and once the final refund amount can be calculated.
3.6.5 CH4B will communicate with the Member regarding material delays, additional documentation requirements or other matters affecting the progress of the request.
3.6.6 Where the Member fails to meet the requirements specified in clauses 4.4 and 5.8, CH4B may reject the request and provide the Member with written confirmation of its decision.
3.6.7 CH4B may reject any Money Back Guarantee request involving fraud, material misrepresentation or deliberate misuse and may exercise any other rights available to it under this Agreement or law.

4. Member Obligations

4.1. CH4B members must be aligned with CH4Bs vision and values. The Member therefore agrees to use its best efforts to comply with the CH4B Membership Charter at www.ch4b.co.uk/member-charter/ as updated from time to time.

4.2. CH4B encourages Members to respond to any Expert Partner Introduction within 48 hours of receiving contact from an Expert Partner.

4.3. The Member must:
4.3.1 use its best endeavours to promote the interests of CH4B and not do anything which could damage CH4Bs reputation;
4.3.2 immediately inform CH4B of any historical or current disputes or legal action against the Member and any actual or potential reputational issues relating to the Member;
4.3.3 not transmit or cause to be transmitted through the Services any virus to any computer or systems of CH4B or any third party; and
4.3.4 not transmit any material that is obscene, threatening, menacing, offensive, discriminatory, defamatory, in breach of confidence or infringes a third partys Intellectual Property Rights.

4.4 Money Back Guarantee Responsibilities
4.4.1 Members eligible for the Money Back Guarantee under clause 5.8 must fulfil all specified criteria, including:
(a) attending the required onboarding meeting;
(b) attending at least three qualifying monthly Strategic Business Partner meetings within the first 90 days of the original qualifying Annual Membership. For Core Members these are Momentum Calls and for Premium, Premium Plus and Elite Members these are Strategy Meetings;
(c) submitting a written Money Back Guarantee request within the timeframe specified in clause 5.8; and
(d) providing reasonable and accurate details regarding their dissatisfaction with the CH4B Services.
Where the Member changes Membership Level during the original 90-day eligibility period, qualifying meetings across those Membership Levels may be combined for the purpose of paragraph (b).
4.4.2 Failure to meet the specified requirements will result in the Member not qualifying for the Money Back Guarantee and the Members contractual obligations will continue to apply.
4.4.3 Members must act in good faith when submitting a request and must not provide false, misleading or materially incomplete information.
4.4.4 The Member agrees to cooperate reasonably with CH4Bs review and provide additional information reasonably requested to assess the request.

4.5 Scheduled Strategic Business Partner Meetings
4.5.1 A Member wishing to cancel or rearrange a scheduled Momentum Call or Strategy Meeting must provide CH4B with at least 48 hours notice.
4.5.2 Where at least 48 hours notice is provided, any replacement meeting must be arranged within five working days of the originally scheduled meeting date. If a replacement meeting is not arranged within that period, the relevant months meeting entitlement will be forfeited.
4.5.3 Where a paying Member fails to attend a scheduled Momentum Call or Strategy Meeting, or gives less than 48 hours notice of cancellation or rearrangement, that meeting will be forfeited.
4.5.4 A forfeited meeting will not result in a refund, credit, replacement meeting or extension of the Membership Term.
4.5.5 CH4B may waive the requirements or consequences of this clause 4.5 at its sole discretion in exceptional circumstances. Any waiver must be confirmed by CH4B in writing.

4.6 Complimentary Core Attendance
4.6.1 A Complimentary Core Member is entitled to one scheduled 30-minute Momentum Call per month during the Complimentary Core period, subject to this Agreement.
4.6.2 The Member must provide valid recurring payment card details before Strategic Business Partner delivery begins and must maintain valid and current payment details throughout the Complimentary Core period.
4.6.3 The Member must give at least 48 hours notice to cancel or rearrange a Momentum Call.
4.6.4 Where at least 48 hours notice is provided, a replacement Momentum Call must be arranged within five working days of the originally scheduled date. If it is not arranged within that period, that months Momentum Call will be forfeited, but no Core Membership Fee will become payable solely because of that forfeiture.
4.6.5 Where the Member:
(a) fails to attend a scheduled Momentum Call; or
(b) cancels or seeks to rearrange it with less than 48 hours notice,
the condition upon which Core Membership was provided without charge for that month will not have been met and the normal Core Membership Fee of £197 plus VAT will become payable for that month.
4.6.6 CH4B may collect the amount due under clause 4.6.5 from the Members registered payment card or raise an invoice for that amount.
4.6.7 A Momentum Call to which clause 4.6.5 applies is forfeited. The Member is not entitled to a replacement Momentum Call, refund or credit in respect of it.
4.6.8 Payment under clause 4.6.5 does not end or shorten the remaining Complimentary Core period.
4.6.9 If an amount due under clause 4.6.5 cannot be collected or an invoice remains unpaid, CH4B will provide a seven-day grace period.
If payment remains outstanding after that period, CH4B may suspend the Complimentary Core membership and Services until payment has been made in full.
4.6.10 CH4B may waive any requirement or amount payable under this clause 4.6 at its sole discretion in exceptional circumstances, provided that the waiver is confirmed in writing.

5. Membership Fees and Payment

5.1 Membership Fees and Commitment
5.1.1 Membership Fees apply for the full applicable Membership Term.
5.1.2 Monthly Membership is paid monthly in advance and operates subject to the cancellation provisions in clause 11.
5.1.3 Annual Membership constitutes a commitment for a full 12-month Membership Term and the applicable annual Membership Fee is paid in full in one payment in advance.
5.1.4 Except where the Member validly exercises the Money Back Guarantee under clause 5.8, where CH4B exercises its discretion under clause 5.9, or where this Agreement expressly provides otherwise, the Member remains liable for the Membership Fees applicable to the full Membership Term.
5.1.5 A Members decision to cease using or participating in the Services does not itself end the Membership Term or create an entitlement to a refund.

5.2 Recurring Card Payments and Member Responsibilities
5.2.1 The Member agrees to provide valid and up-to-date payment card details to CH4B to facilitate payments under this Agreement.
5.2.2 The Member is responsible for ensuring that valid and current payment card details with sufficient available funds are maintained on file and must provide replacement payment details where necessary.
5.2.3 By providing its payment card details, the Member authorises CH4B to charge the applicable Membership Fees and any other amounts expressly payable under this Agreement to the stored payment card without requiring separate approval for each payment.
5.2.4 In the event of a failed payment, CH4B will notify the Member and provide a seven-day grace period to update its payment details and make payment.
If payment is not received within that period, CH4B may suspend or terminate the Members access to the Services until payment is received.
5.2.5 Any billing discrepancy or concern must be raised with CH4B in writing within 14 days of the charge date.
5.2.6 CH4B may update its payment processing arrangements in accordance with clause 5.10.

5.3. CH4B will generate invoices upon successful payment of Membership Fees. Members may access available invoices through the CH4B Member Portal.

5.4. All amounts payable by the Member under this Agreement are exclusive of value added tax, which shall be payable in addition where applicable.

5.5. If the Member fails to make payment when due, CH4B may suspend the Members membership status until payment has been made in full and may charge interest on the overdue amount at the rate of 4% per annum above the Bank of Englands bank rate from time to time. Interest will accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. This clause also applies to an amount payable under clause 4.6.

5.6. The Member cannot set off any liability against any Membership Fee payable. CH4B may deduct any undisputed overdue amount owed by the Member under this Agreement from any refund or other amount payable by CH4B to the Member.

5.7. Preferential rates offered for Membership Upgrades will remain valid for 30 calendar days from the date of accepting the Member terms to which that preferential rate relates.

5.8 Money Back Guarantee
5.8.1 CH4B offers a Money Back Guarantee to Members who originally join CH4B directly on a paid Annual Core, Premium, Premium Plus or Elite Membership.
The Money Back Guarantee applies only during the first 90 days of the Members original qualifying paid Annual Membership.
5.8.2 The Money Back Guarantee does not restart or become newly available:
(a) upon renewal of an Annual Membership;
(b) where a Member initially joins on Monthly Membership and subsequently changes to Annual Membership; or
(c) where a Member initially receives Complimentary Core and subsequently moves to paid Annual Membership.
5.8.3 Where a Member who originally joined on a qualifying paid Annual Membership changes Membership Level during the original 90-day period, the original Money Back Guarantee continues only for the remainder of that original 90-day period and does not restart.
5.8.4 To qualify for the Money Back Guarantee, the Member must:
(a) attend its required onboarding meeting;
(b) attend at least three qualifying monthly Strategic Business Partner meetings within the first 90 days in accordance with clause 4.4;
(c) submit a formal request in writing within the first 90 days of the original Commencement Date; and
(d) provide reasonable and accurate information explaining why the CH4B Services have not met its expectations.
5.8.5 Money Back Guarantee requests are subject to review by CH4B. CH4B may request reasonable information or documentation to assess the Members eligibility and the basis of the request.
5.8.6 CH4B may approve or reject a request having considered whether the Member has complied with the eligibility requirements.
5.8.7 If the request is approved, the Member must give 30 days written notice to terminate. Membership and Services will continue during that notice period.
5.8.8 At the end of the 30-day notice period, membership will continue until the end of the Members then-current monthly period within the Annual Membership. The refund will consist of the portion of the Annual Membership Fee attributable to the complete unused months remaining after that date. The refund attributable to each complete unused month shall be calculated by reference to the Annual Membership Fee actually paid for that 12-month period. No refund is payable for a part-month.
5.8.9 Any undisputed overdue amount owed by the Member to CH4B may be deducted from the refund.
5.8.10 Any refund due under the Money Back Guarantee will be processed within 15 business days after membership ends and the final refund amount can be calculated.
5.8.11 The Money Back Guarantee does not apply where the Member has breached this Agreement, engaged in fraudulent activity, deliberately misused the Services or submitted false or materially misleading information in connection with the request.
5.8.12 If the Member does not submit a qualifying Money Back Guarantee request within the first 90 days of the original qualifying Annual Membership, the Member remains committed to the full Annual Membership Term and no right to early cancellation or refund arises under this clause.

5.9 Refunds and Exceptional Early Release
5.9.1 Except where expressly provided under clause 5.8 or otherwise agreed by CH4B in writing, Membership Fees paid to CH4B are non-refundable.
5.9.2 A Monthly Member who cancels in accordance with clause 11 will not receive a pro-rata refund for a monthly billing period already paid. Where the applicable notice period expires during a monthly period already paid for, membership and access will continue until the end of that paid period and will then terminate.
5.9.3 An Annual Member who does not validly exercise the Money Back Guarantee remains committed to the full Annual Membership Term. Notice given by an Annual Member under clause 11 will take effect at the end of the current Annual Membership Term and no refund or credit will be issued for that Annual Membership Term.
5.9.4 CH4B may, at its sole discretion, agree to release an Annual Member before the end of the Annual Membership Term and may, at its sole discretion, agree a partial refund or credit. Any such decision will be considered on an individual basis, must be confirmed by CH4B in writing and does not create an entitlement or precedent for that or any other Member.

5.10 Changes to Payment Terms and Membership Fees
5.10.1 CH4B may amend its payment processing methods or applicable Membership Fees by giving the Member at least 30 days written notice.
5.10.2 For Monthly Membership, a revised Membership Fee may apply from the next billing cycle following expiry of the notice period.
5.10.3 For an Annual Member who has already paid the annual Membership Fee, a revised Membership Fee will not apply until the next Annual Membership Renewal Period. The Member may give notice not to renew in accordance with clause 11 before the revised fee becomes payable.
5.10.4 Where Complimentary Core is due to convert to paid Core Membership and CH4B has changed the Core Membership Fee, the revised fee will apply on conversion only if CH4B has provided at least 30 days written notice before the first paid Membership Fee becomes due. Otherwise, the previous Core Membership Fee will continue until the required notice has been provided.

6. Intellectual Property Rights

6.1. CH4B remains the owner or licensor of all CH4B Materials at all times.

6.2. The Member remains the owner or licensor of all Member Materials at all times.

6.3. The Member hereby provides CH4B with a licence for all Intellectual Property Rights in the Member Materials on a non-exclusive, transferable, royalty-free, worldwide basis for use within the CH4B Community on a perpetual basis and to enable CH4B to promote the Members Services during the Membership Term.

6.4. The Member acknowledges and agrees that CH4B may use any non-confidential details of the Members appointment as a CH4B member under this Agreement for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes, such as use in print and on the CH4B website and social platforms. The Member hereby permits CH4B to publish the name and standard logo of the Member solely for such purposes on a royalty-free, transferable, irrevocable, perpetual basis.

6.5 Use and Modification of Member Materials
The Member grants CH4B the right to use, adapt, modify and reproduce the Member Materials solely for the purpose of promoting the Members business and enhancing the CH4B Community experience. CH4B shall not make substantial modifications to Member Materials without obtaining prior written consent from the Member, except where such modifications are necessary for formatting or branding purposes.

7. Indemnity

7.1. The Member will indemnify and keep CH4B, and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by CH4B arising out of or in connection with any claim:
7.1.1 in relation to the breach of any contract between CH4B and an Expert Partner which is wholly or partially, to the extent applicable, due to the Members actions or omissions;
7.1.2 relating to a breach of clause 8 (Confidentiality); and/or
7.1.3 for any defamatory, offensive or illegal content, information or materials provided by the Member either directly or indirectly to the CH4B Community.

8. Confidentiality

8.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed, whether orally, in writing or by demonstration, to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Partys business, its products and services which the Receiving Party may obtain (“Confidential Information”).

8.2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the parties agree:
8.2.1 to treat the Confidential Information in confidence and use it only for the purpose of discharging the Receiving Partys obligations under this Agreement;
8.2.2 not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party, except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to it in connection with discharging the Receiving Partys obligations under this Agreement, provided that those persons are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement; and
8.2.3 to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

8.3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
8.3.1 is in or comes into the public domain without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;
8.3.2 the Receiving Party can show was:
(a) in its possession or known to it prior to receipt from the Disclosing Party and was not acquired from the Disclosing Party under an obligation of confidence; or
(b) independently developed by the Receiving Party without reference to the Confidential Information;
8.3.3 the Receiving Party obtains from a source other than the Disclosing Party without breach by the Receiving Party or such source of an obligation of confidentiality or non-use;
8.3.4 is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
8.3.5 is required by law to be released, including by court order, provided that, where permitted by applicable law, the Disclosing Party is given as much prior written notice as possible.

8.4. This clause 8 shall survive termination of this Agreement, however arising.

9. Data Protection

9.1. The parties agree to comply with their respective obligations under the applicable Data Protection Laws.

9.2. CH4B shall process the Members representatives personal data in accordance with the CH4B Privacy Policy at https://www.ch4b.co.uk/privacy-policy/ as updated from time to time.

10. Liability

10.1. This clause 10 sets out the limit on the entire financial liability of each party, including liability for the acts or omissions of its employees, agents, consultants and sub-contractors, in respect of any breach of this Agreement and any representation, statement or tortious act or omission, including negligence, arising under or in connection with this Agreement.

10.2. Except as otherwise stated, all warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

10.3. The Member acknowledges and agrees that:
10.3.1 any CH4B Materials, CH4B Services and any third-party content, including webinars, are provided on an “as is” basis without warranties or guarantees. The Member must not rely on any such CH4B Materials, CH4B Services or third-party content and should obtain professional advice where appropriate;
10.3.2 CH4B does not directly or indirectly provide any Expert Partner Services and CH4B does not provide any regulated activities as part of the CH4B Services; and
10.3.3 whilst CH4B will seek to introduce the Member to Expert Partners where CH4B reasonably considers the relevant Expert Partner Services suitable and relevant for the Member, CH4B does not guarantee that such Expert Partner Services will be suitable. It is solely for the Member to decide whether it wishes to proceed with any Introduced Expert Partner.

10.4. Nothing in this Agreement limits or excludes the liability of either party:
(a) for death or personal injury resulting from negligence;
(b) for any damage or liability incurred as a result of fraud or fraudulent misrepresentation by the other party;
(c) under any indemnity provision in this Agreement, including its Schedules; or
(d) for any other liability which cannot be limited or excluded by law.

10.5. Subject to clause 10.4:
10.5.1 neither party will be liable for loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
10.5.2 each partys total liability to the other party in contract, tort, including negligence or breach of statutory duty, misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to 12 months of Membership Fees in the aggregate of all claims for Annual Memberships. For Monthly Memberships, total liability will be limited to the Membership Fees paid for the preceding 12-month period.
This retains the original liability allocation while applying the approved Expert Partner terminology.

11. Term and Termination

11.1 Monthly Membership
11.1.1 Monthly Membership operates on a rolling monthly basis and automatically renews each month until terminated in accordance with this Agreement.
11.1.2 Either party may cancel a Monthly Membership by giving at least 30 days written notice.
11.1.3 Where the 30-day notice period expires during a monthly billing period that has already been paid for, membership and Services will continue until the end of that paid period and will then terminate. No further Membership Fee will be charged.

11.2 Annual Membership
11.2.1 Annual Membership has an initial term of 12 months from the Commencement Date (“Initial Term”).
11.2.2 The Annual Membership Fee is payable in full in one payment in advance.
11.2.3 Unless terminated under the Money Back Guarantee or otherwise terminated in accordance with this Agreement, the Member is committed to the full 12-month Annual Membership Term.
11.2.4 Annual Membership will automatically renew at the end of the Initial Term for successive periods of 12 months (each a “Renewal Period”) unless either party gives the other at least 30 days written notice not to renew before the end of the then-current Annual Membership Term.
11.2.5 On renewal, CH4B is authorised to collect the applicable annual Membership Fee using the Members registered recurring payment card.
11.2.6 Where an Annual Member gives notice after the Money Back Guarantee period has expired, that notice is notice not to renew. Membership will continue until the end of the then-current 12-month Membership Term and no automatic refund or credit will arise.
11.2.7 The Money Back Guarantee does not restart on renewal.

11.3 Complimentary Core
11.3.1 Unless CH4B confirms otherwise in writing, Complimentary Core runs for three calendar months from the Commencement Date. For example, where the Commencement Date is 15 October, the Complimentary Core period ends on 14 January and the first paid Core Membership period begins on 15 January.
11.3.2 The Member may notify CH4B at any point before the first paid Core Membership Fee becomes due that it does not wish to continue into paid Core Membership. The normal 30-day cancellation notice does not apply to the decision not to convert from Complimentary Core to paid Core Membership.
11.3.3 Unless the Member gives such notice or agrees an upgrade to another Membership Level, Complimentary Core will automatically convert to paid Core Membership at the end of the complimentary period.
11.3.4 On conversion, the Members registered payment card will be charged the applicable Core Membership Fee, currently £197 plus VAT per month, subject to clause 5.10.
11.3.5 Following conversion to paid Core Membership, the cancellation provisions applicable to the Members selected paid Membership Term apply.

11.4 Money Back Guarantee Termination
11.4.1 An eligible Member may request termination under the Money Back Guarantee only within the first 90 days of the original qualifying paid Annual Membership and in accordance with clauses 4.4 and 5.8.
11.4.2 If the request is approved, the termination and refund provisions in clause 5.8 apply.
11.4.3 If a Member fails to meet the Money Back Guarantee criteria or submits a request outside the guarantee period, the standard Membership Term and termination provisions of this Agreement continue to apply.
11.4.4 If CH4B reasonably determines that a Member has attempted to misuse the Money Back Guarantee through false claims, material misrepresentation or fraudulent activity, CH4B may reject the request and exercise any other rights available under this Agreement or law.

11.5. Membership Charter
Notwithstanding any other provision, CH4B may terminate this Agreement immediately if CH4B considers, in its sole discretion, that the Member no longer complies with the CH4B Membership Charter pursuant to clause 4.1.

11.6. Breach and Insolvency
Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this Agreement with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after:
11.6.1 a breach by the Defaulting Party of its obligations under this Agreement which, if capable of remedy, the Defaulting Party has failed to remedy within 14 days after receipt of written notice requiring it to do so; or
11.6.2 an event including, or similar in nature to, any of the following:
(a) the Defaulting Party is unable to pay its debts as they fall due;
(b) the Defaulting Party goes into bankruptcy or liquidation, either compulsorily, except for reconstruction or amalgamation, or voluntarily;
(c) a receiver is appointed in respect of the whole or any part of the Defaulting Party;
(d) a provisional liquidator is appointed to the Defaulting Party;
(e) the Defaulting Party enters into a voluntary arrangement or other composition or compromise with the majority by value of its creditors;
(f) a winding-up order is made or a resolution for voluntary winding-up is passed;
(g) an administrative receiver is appointed; or
(h) the Defaulting Party takes steps towards any such event;
11.6.3 the Defaulting Party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

11.7. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

12. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances which could not reasonably be contemplated at the time of entering into this Agreement and which are beyond the parties reasonable control, including acts of God, pandemic, failure of a utility service or transport network, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or sub-contractors.

If a force majeure event continues for a period of 30 days or more, either party may terminate this Agreement immediately by providing the other party with written notice.

This reproduces the original force majeure provision rather than incorporating it by reference.

13. Other Activities and Affiliate Partnership

13.1 Existing Restrictions
During the term of this Agreement and for a period of seven years from the termination or expiry of this Agreement, the Member shall not, except with the prior written consent of the CH4B board of directors:
13.1.1 set up any business in the United Kingdom which is reasonably similar to, or which would reasonably compete with, CH4B;
13.1.2 directly or indirectly solicit or entice away, or attempt to solicit or entice away, any employee, worker or independent contractor of CH4B who is employed or engaged by CH4B.

13.2. The Member shall not be in breach of clause 13.1.2 as a result of running a national advertising campaign open to all applicants and not specifically targeted at any of the staff of CH4B.

13.3. If the Member commits a breach of clause 13.1.2, the Member will, without prejudice to any other rights or remedies of CH4B, on demand pay to CH4B a sum equal to one years basic salary or the annual fee that was payable by CH4B to that employee, worker or independent contractor, plus the recruitment costs incurred by CH4B in replacing such person.

13.4. The Member acknowledges and agrees that the restrictions detailed in clause 13.1 are reasonable.
These provisions reproduce the existing restrictions rather than changing their substance. The original contains the seven-year restriction set out above. This is one provision I would specifically ask CH4Bs solicitor to reconfirm before issue because of its duration and breadth.

13.5 Affiliate Partnership
13.5.1 Affiliate Partnership is a CH4B membership benefit which may be made available to a Member at any Membership Level, subject at all times to CH4Bs approval.
13.5.2 CH4B membership does not automatically confer Affiliate Partnership status or any right to Affiliate revenue.
13.5.3 CH4B may approve or decline a Members participation in Affiliate Partnership at its discretion.
13.5.4 To remain an active Affiliate, the Member must:
(a) remain a current paying CH4B Member; and
(b) continue to hold CH4Bs approval for Affiliate Partnership.

13.6 Affiliate Introductions and Attribution
13.6.1 An Affiliate may introduce a business to CH4B. CH4B remains responsible for reviewing that business and deciding whether any CH4B membership pathway is appropriate.
13.6.2 An Affiliate must not promise or represent that an introduced business is automatically entitled to membership, Complimentary Core or any particular Membership Level.
13.6.3 Following review, CH4B may at its discretion:
(a) offer Complimentary Core;
(b) offer Core, Premium, Premium Plus or Elite Membership directly; or
(c) decide not to offer membership.
13.6.4 Subject to this clause, attribution will normally be allocated to the first valid Affiliate introduction recorded and accepted by CH4B.
13.6.5 An introduction will not qualify for Affiliate attribution where the introduced business:
(a) is already actively engaged in a CH4B sales or membership conversation at the date of introduction; or
(b) has been actively engaged in such a conversation during the preceding six months.
13.6.6 Mere presence on a CH4B database, attendance at a CH4B event or a historic enquiry does not, by itself, prevent an introduction from qualifying.
13.6.7 Where an earlier active CH4B sales or membership conversation ended more than six months before an Affiliate introduction, CH4B may review the circumstances and determine whether the new introduction qualifies for attribution.
13.6.8 Unless the introduced business becomes a Member within that period, a valid Affiliate attribution expires six months after the date on which CH4B records and accepts the introduction.
13.6.9 Where the introduced business becomes a paying Member within the six-month conversion period, the Affiliate attribution will continue for so long as:
(a) the introduced business remains a paying CH4B Member; and
(b) the Affiliate remains an active Affiliate under clause 13.5.4.
13.6.10 If an attributed Member ceases membership and subsequently rejoins CH4B, the previous attribution will not automatically revive. CH4B will determine attribution having regard to the circumstances at that time.

13.7 Membership Revenue Entitlement
13.7.1 Subject to the Affiliate remaining active at the relevant payment date, the Affiliate will be entitled to an amount equal to 5% of qualifying membership revenue actually received by CH4B from an attributed business.
13.7.2 Qualifying membership revenue means the net Membership Fee actually received by CH4B:
(a) excluding VAT;
(b) after any applicable discounts; and
(c) whether the attributed Member pays monthly or pays an Annual Membership Fee in a single payment.
13.7.3 The entitlement continues if the attributed Member upgrades or downgrades Membership Level and will be calculated using the qualifying membership revenue actually received for the Members current Membership Level.
13.7.4 No 5% entitlement arises during a Complimentary Core period in respect of membership provided without charge.
13.7.5 An amount becoming payable under clause 4.6 because a Complimentary Core Member failed to attend or gave insufficient notice of a Momentum Call is not qualifying membership revenue for Affiliate Partnership purposes.
13.7.6 Where an attributed Complimentary Core Member converts to paid membership, the 5% entitlement begins with the first qualifying Membership Fee actually received by CH4B following the complimentary period.
13.7.7 Where CH4B subsequently refunds qualifying membership revenue on which an Affiliate entitlement has already been calculated or paid, the Affiliate entitlement will be recalculated by reference to the net membership revenue ultimately retained by CH4B.
13.7.8 CH4B may deduct any resulting overpayment from future amounts payable to the Affiliate.

13.8 Expert Partner Revenue Entitlement
13.8.1 Subject to the Affiliate remaining active, the Affiliate will be entitled to 10% of qualifying Expert Partner fees or commission actually received by CH4B arising from qualifying Expert Partner business attributable to the introduced business.
13.8.2 The introduced business does not need to remain a CH4B Member for the entitlement in clause 13.8.1 to continue.
13.8.3 Where CH4B receives recurring qualifying Expert Partner fees or commission, the Affiliate will be entitled to 10% of each qualifying amount actually received while the Affiliate remains active.
13.8.4 No entitlement arises in respect of amounts that CH4B does not actually receive.

13.9 Affiliate Payments
13.9.1 Affiliate entitlements will be reconciled and paid quarterly in accordance with CH4Bs payment arrangements.
13.9.2 An Affiliate must remain active under clause 13.5.4 at the relevant Affiliate payment date to receive an amount otherwise accrued during that quarter.
13.9.3 If the Affiliate ceases to be active before the relevant payment date, any accrued but unpaid Affiliate entitlement will cease to be payable.

13.10 Withdrawal of Affiliate Partnership
13.10.1 CH4B may withdraw Affiliate Partnership from a Member at its discretion by written notice.
13.10.2 Withdrawal may take effect immediately upon written notice and does not require a breach by the Member.
13.10.3 Withdrawal of Affiliate Partnership does not, by itself, terminate the Members underlying CH4B membership.
13.10.4 From the effective time of withdrawal:
(a) the Member ceases to be an active Affiliate;
(b) no further 5% membership revenue entitlement accrues;
(c) no further 10% Expert Partner revenue entitlement accrues; and
(d) any accrued but unpaid Affiliate entitlement ceases to be payable.

14. Complaints

14.1 Purpose
CH4B is committed to providing high-quality Services to its Members. This clause outlines the process for raising concerns or complaints regarding CH4Bs Services, ensuring such matters are addressed promptly and fairly.

14.2 Scope
This complaints procedure applies to:
(a) Services provided directly by CH4B under this Agreement; and
(b) Membership Fees, payments or related administrative issues.

CH4B is not responsible for Expert Partner Services.
Complaints regarding Expert Partner Services must be directed to the relevant Expert Partner because CH4B acts as an introducer and is not a party to an agreement between the Member and Expert Partner.
CH4B should also be notified of complaints raised with an Expert Partner so that CH4B can provide appropriate support to the Member and address the matter with the Expert Partner where appropriate.

14.3 Submitting a Complaint
Members wishing to raise a complaint must do so in writing, providing:
(a) a detailed description of the issue;
(b) relevant evidence or documentation, where applicable; and
(c) the resolution or outcome sought by the Member.

Complaints may be submitted by:

Email: hello@ch4b.co.uk
Post: CH4B Limited, The Office North Benfleet Hall Road, North Benfleet, Wickford, Essex, England, SS12 9JR.

14.4 Acknowledgment and Response
(a) CH4B will acknowledge receipt of the complaint within five business days and provide a unique reference number for tracking purposes.
(b) CH4B will investigate the matter and aim to issue a written response with a resolution within 15 business days of acknowledgment.
(c) If further time is required, CH4B will notify the Member in writing, explain the delay and provide an updated timeline.

14.5 Escalation of Complaints
If a Member is dissatisfied with the resolution, it may escalate the complaint in writing to CH4Bs senior management team. The escalation request must include:
(a) the original complaint reference number; and
(b) the reasons for dissatisfaction with the initial resolution.
CH4Bs senior management will review the complaint and provide a final written response within 10 business days.

14.6 Final Resolution and Disputes
If the Member remains dissatisfied after following the complaints process, it may escalate the matter under clause 16 (Dispute Resolution).
Members must complete the complaints process before initiating the formal dispute resolution procedure.

14.7 Abusive or Unreasonable Complaints
CH4B reserves the right to terminate the complaints process if a Member behaves in an abusive, threatening or unreasonable manner, or if complaints are found to be repetitive or without merit.

14.8 Record Keeping
CH4B will retain records of complaints, including communications and resolutions, for a minimum period of six years in accordance with applicable legal and data protection requirements.
The original complaints provisions are reproduced here, with the erroneous dispute-resolution cross-reference corrected and Expert Partner terminology applied.

15. Modern Slavery and Anti-Bribery

15.1. The Member undertakes, warrants and represents that:
15.1.1 neither the Member nor any of its officers, employees, agents, consultants or sub-contractors has:
(a) committed an offence under the Modern Slavery Act 2015 (“MSA Offence”); or
(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
15.1.2 it is not aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
15.1.3 it shall comply with the Modern Slavery Act 2015 and any other applicable legislation;
15.1.4 its responses to any CH4B modern slavery and human trafficking due diligence questionnaire will be provided promptly and in a complete and accurate manner; and
15.1.5 it shall notify CH4B immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents, consultants or sub-contractors, has breached or potentially breached any of the Members obligations under this clause 15.1. Such notice must set out full details of the circumstances concerning the breach or potential breach.

15.2. The Member will indemnify, defend and hold harmless CH4B and its officers, employees, agents, consultants and sub-contractors in full and on demand from and against all liabilities, claims, fines, demands, damages, losses or expenses, including legal and other professional advisers fees and disbursements, interest and penalties incurred by them howsoever arising, whether wholly or in part, resulting from a breach of the Modern Slavery Act 2015 or other applicable legislation by the Member.

15.3. The Member undertakes, warrants and represents that it will:
15.3.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Relevant Requirements”);
15.3.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
15.3.3 have and maintain throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and enforce them where appropriate;
15.3.4 promptly report to CH4B any request or demand for any undue financial or other advantage of any kind received by the Member in connection with the performance of this Agreement;
15.3.5 immediately notify CH4B in writing if a foreign public official becomes an officer or employee of the Member or acquires a direct or indirect interest in the Member, and the Member warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement; and
15.3.6 upon CH4Bs request, certify to CH4B in writing, signed by an officer of the Member, compliance with this clause 15.3 by the Member and all persons associated with it. The Member will provide such supporting evidence of compliance as CH4B may reasonably request.
The original document incorrectly cross-referenced clauses 14.1 and 14.3 from within clause 15. Those internal references have been corrected here without changing the underlying obligations.

16. Dispute Resolution

16.1. In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter informally through discussions between their respective senior representatives.

16.2. If the dispute remains unresolved after 30 days, the parties agree to attempt to settle it through mediation conducted in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed, the mediator shall be nominated by CEDR.

16.3. If mediation is unsuccessful, the dispute shall be finally resolved through the courts of England and Wales in accordance with clause 17.11 of this Agreement.

16.4 Contact and Escalation Process
Members with concerns regarding their membership, payments or refund requests should contact CH4B using the details provided in this Agreement.
If a satisfactory resolution cannot be reached, Members may escalate their concerns in writing to CH4Bs senior management team for further review.
The original clause incorrectly referred to clause 15.11. That has been corrected to clause 17.11.

17. Miscellaneous

17.1 Entire Agreement
This Agreement 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.
Each party acknowledges that in entering into this Agreement 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 this Agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

17.2 Updates to this Agreement
It may be necessary for CH4B to update this Agreement and its terms from time to time and CH4B may do so by notifying the Member in writing.
If the Member continues to receive or use the Services after CH4B has informed the Member of amendments or additional terms and those changes have taken effect, the Member will be deemed to have accepted those changes, subject to any express rights contained in this Agreement.

17.3 Variation
Subject to any provision of this Agreement expressly permitting CH4B to make a change by notice, no variation of this Agreement will be effective unless it is in writing and agreed by the parties.

17.4 Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

17.5 Assignment
The Member shall not, without the prior written consent of CH4B, assign, transfer, charge or deal in any other manner with all or any of the Members rights or obligations under this Agreement.
CH4B may at any time assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this Agreement.

17.6 Notices and Membership Cancellation
17.6.1 A Member may submit routine membership cancellation or non-renewal notice:
(a) by email to the appropriate CH4B email address;
(b) through the CH4B Member Portal; or
(c) through another written communication acknowledged by CH4B.
17.6.2 Cancellation or non-renewal notice submitted by email or through the Member Portal is effective from the date on which it is submitted, rather than the date on which CH4B subsequently reads or acknowledges it.
17.6.3 Any formal notice of a legal claim under this Agreement must be in writing and may be delivered personally or by first-class post to the other partys registered business address or another address notified for that purpose. A notice sent by first-class post will be deemed received two working days after posting.

17.7 Third Party Rights
No one other than a party to this Agreement, its successors and permitted assignees shall have any right to enforce any of its terms.

17.8 Relationship of the Parties
Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make a party the agent of the other party or authorise a party to make or enter into commitments for or on behalf of the other party.

17.9 Severance
If any provision or part-provision of this Agreement 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 remainder of this Agreement.

17.10 Counterparts
This Agreement may be signed in counterparts.
Each signed copy will be deemed an original, but all signed copies, when taken together, will constitute one and the same agreement.

17.11 Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation, including non-contractual disputes or claims, is governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

The miscellaneous provisions above retain the substance of the original clause 17, while correcting the original drafting error in 17.2, the erroneous cross-reference in 17.3, and the conflict between the original email definition and notice provisions. The original governing-law provision is retained.