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Members Agreement

Today is 29/06/2022.

PARTIES:

1) CH4B LIMITED is a limited company incorporated in England (company number 12599313) with its registered address at The Grange, Pentregat, Llandysul, Ceredigion, Wales, SA44 6HW (“CH4B”); and

2) the organisation signing up to CH4B as a Member (the “Member”).

 

1. DEFINITIONS AND INTERPRETATION

1.1. The definitions and rules of interpretation in this clause apply in this Member Agreement (“Agreement”):

CH4B Community: means CH4B and all CH4B members and 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.

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

Engagement: means a Member’s binding commitment to proceed with a Partner Service following an Introduction (and at any time thereafter pursuant to clause 5.5).

Intellectual Property Rights: any patents, copyright, trade marks, 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 property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Introduction: any introductions, referrals or recommendations made by any of the CH4B Community for the Member to use any Partner’s Services. The terms “Introduced” shall be construed in accordance with this definition.

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 the terms of this Agreement.

Membership Term: the duration that the Member is authorised to be a CH4B member under this Agreement pursuant to clause 11 (consisting of both the Initial Term and any Renewal Periods).

Partner: a partner forming part of CH4B’s team of experts that has been approved to receive Introductions from CH4B and the CH4B Community. Partner

Service: the services offered by a Partner from time to time. Services: the services offered by CH4B from time to time (which may include, without limitation, a dedicated relationship manager, onboarding sessions, strategy meetings, Introductions to Partners and other CH4B members, educational webinars and business audits). Website: ch4b.co.uk or any other website enabling the Member to submit an application to become a CH4B member.

1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural 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 stated otherwise, but not faxes.

 

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 (including email) whether the application is successful or not. Upon the application being confirmed to the Member as being successful by CH4B, this Agreement will take effect and the Member will become a CH4B member (“Commencement Date”).

2.2. In consideration of the commitment by the Member to pay the CH4B Membership Fee (in accordance with clause 5) and CH4B’s agreement to provide the Member with the Services, the Member is hereby appointed as a CH4B member.

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

2.4. This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Member's 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 time frames agreed with the Member, but for the avoidance of doubt, time is not of the essence under this Agreement.

3.3. CH4B reserves the right to cancel and/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 and/or content of any training sessions and/or webinars at any time.

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

3.5. CH4B may use the Member Materials for the benefit of the CH4B Community, including without limitation, making available any educational content and promoting the Member’s business from time to time.

 

4. MEMBER OBLIGATIONS

4.1. CH4B members must be aligned with CH4B’s vision and values in order to become an CH4B member. Consequently, the Member hereby 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 its members to respond to any Partner Introduction within 48 hours of receiving contact from a 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 CH4B’s reputation;

4.3.2. immediately inform CH4B of any historical or current disputes and/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 party’s Intellectual Property Rights.

 

5. MEMBERSHIP FEES AND PAYMENT

5.1. Membership Fees apply for the full Membership Term. In the event that the Agreement terminates prior to the end of the Initial Term or the then current Renewal Period (for any reason), the full Membership Fees will remain due and payable.

5.2. Promptly following the Commencement Date, the Member agrees to set-up a direct debit mandate for the payment of the Membership Fees (which may be payable annually in advance or on a monthly basis). The Member undertakes not to cancel such direct debit without CH4B’s prior written consent whilst this Agreement is in force and/or any fees remains outstanding to CH4B. The Member undertakes to ensure that a valid and current payment card, with sufficient available funds, is linked to any direct debit facility set-up pursuant to this clause.

5.3. The Member must pay each invoice within 14 days of the date of the relevant CH4B invoice (or immediately when a direct debit mandate is in place).

5.4. All amounts payable by the Member under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time.

5.5. If the Member fails to make payment by an invoice due date, CH4B will have the right to suspend the Member’s CH4B member status until payment has been made in full and/or charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s bank rate from time to time. Such interest will accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. The Member will pay the interest together with the overdue amount.

5.6. The Member cannot set-off any liability againstany Membership Fee fees payable.

 

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 Member’s Services during the Membership Term.

6.4. The Member acknowledges and agrees that CH4B may use any non-confidential details of the Member’s 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.

 

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 Partner contract between CH4B and a Partner which is wholly or partially (to the extent applicable) due to the Member’s 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 (either 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 Party’s 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 Disclosing Party and the Receiving Party agree:

8.2.1. to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s 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 the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub- contractors 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 in any way 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: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;

8.3.3. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any 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 (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.

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

 

9. DATA PROTECTION

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

9.2. CH4B shall process the Member’s representative’s 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 any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) in respect of any breach of the Agreement and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the 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 (e.g. webinars) are provided on an ‘as is’ basis, without any warranties or guarantees. The Member must not rely on any such CH4B Materials, CH4B Services and/or any third party content and should obtain professional advice where appropriate;

10.3.2. CH4B does not directly or indirectly provide any of the 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 Partners where CH4B reasonably considers that the relevant Partner Services would be suitable and relevant for the Member, CH4B does not guarantee that such Partner Services will be suitable and it is solely for the Member to decide whether it wishes to proceed with any Introduced Partner.

10.4. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnity provisions in this Agreement (including its Schedules); or 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 and/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 party’s total liability to each 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.

10.6. DISCLAIMER: Under no circumstances does CH4B take responsibility or liability for any Partner Services. In the event that any issues arise in relation to any Partner Services, the Member must address these directly with the relevant Partner.

 

11. TERMINATION

11.1. The Member’s CH4B membership is based on an annual subscription.

11.2. This Agreement will commence on the Commencement Data and, subject to termination in accordance with the terms of this Agreement, will continue for an initial term of 12 months (“Initial Term”). After the Initial Term, the Agreement will automatically renew for successive one month periods (each a “Renewal Period”) unless and until a party provides the other party with at least one month’s prior written notice (not to take effect before the end of the Initial Term or before the end of the then current Renewal Period).

11.3. 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.

11.4. 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 the occurrence of any of the events specified below:

11.4.1. a breach by the Defaulting Party of its obligations under this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or

11.4.2. an event, including (or similar in nature to) 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 the purpose of reconstruction or amalgamation) or voluntarily; c. a receiver is appointed in respect of the whole or any part of the Defaulting Party; or d. a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or

11.4.3. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.5. 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 of this Agreement 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, without limitation, 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.

 

13. OTHER ACTIVITIES

13.1. 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 the claiming party, on demand, pay to CH4B a sum equal to one year’s 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.

13.5. Where the Member introduces or refers a new (previously unknown) business to CH4B who subsequently signs-up to become a full CH4B Member, the Member will be eligible to receive a referral fee at the CH4B then current referral fee rates (available on request, but subject to being updated from time to time).

 

14. MODERN SLAVERY AND ANTI-BRIBERY

14.1. The Member undertakes, warrants and represents that:

14.1.1. neither the Member nor any of its officers, employees, agents, consultants and/or sub-contractors has:

a. committed an offence under the Modern Slavery Act 2015 (a "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; or

14.1.2. is 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;

14.1.3. it shall comply with the Modern Slavery Act 2015 and any other applicable legislation;

14.1.4. 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

14.1.5. 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 have, breached or potentially breached any of the Member’s obligations under this clause 14.1. Such notice must set out full details of the circumstances concerning the breach or potential breach of the Member’s obligations.

14.2. The Member will indemnify, defend and hold harmless CH4B and its officers, employees, agents, consultants, sub-contractors in full and on demand from and against any and all liabilities, claims, fines, demands, damages, losses or expenses (including legal and other professional adviser’s 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 or other applicable legislation by the Member.

14.3. The Member undertakes, warrants and represents that it will:

14.3.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

14.3.2. 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 UK;

14.3.3. have and shall maintain in place 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 will enforce them where appropriate;

14.3.4. 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;

14.3.5. 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

14.3.6. upon CH4B’s request, certify to CH4B in writing signed by an officer of the Member, compliance with this clause 14.3 by the Member and all persons associated with it. The Member will provide such supporting evidence of compliance as CH4B may reasonably request.

 

15. MISCELLANEOUS

15.1. 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.

15.2. 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 continue to provide the Services after CH4B have informed the Member of any amendments or additional terms to the Agreement, the Member will be deemed to have accepted these changes and they will be incorporated into this Agreement.

15.3. Subject to clause 15.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.

15.4. 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.

15.5. 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 Member’s 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.

15.6. Any notice given under this Agreement by either party to the other must be in writing and may be delivered personally or by first class post and in the case of post will be deemed to be given two working days after the date of posting. Notices must be delivered or sent to the other party’s registered business address or to any other address notified in writing by either party to the other for the purpose of receiving notices. Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.

15.7. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

15.8.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 any commitments for or on behalf of the other party.

15.9. 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 rest of this Agreement.

15.10. This Agreement may be signed in counterparts. Each signed copy of a document will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.

15.11. 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 agree to irrevocably submit to the exclusive jurisdiction of the English courts.


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