POSITIVE NETWORKING LTD : MEMBERSHIP TERMS and CONDITIONS
1.1 "MEMBER” means the person or company who is named on the Positive Networking Application For Membership form and for whom, following acceptance by Positive Networking Ltd (‘the Club’), the Club has agreed to provide services to, in accordance with these terms.
1.2 “MEMBERSHIP” means the period of time when a Member is contracted to the Club.
1.3 “SPECIFIED SERVICE” means the service provided by the Club and set out in the literature provided with these terms.
1.4 “CLUB” means Positive Networking Ltd (registered number 6957585) whose registered office is at 13 Beccelm Drive, Crowland, Lincolnshire, PE6 0AG
1.5 “REGISTRATION FEE” means the one-off payment made by the Member to the Club to cover initial administration and membership costs.
1.6 “MONTHLY PAYMENTS” means the payments due to the Club at monthly intervals throughout the Contract Term and thereafter until the agreement is terminated by either party in accordance with these terms.
1.7 “CONTRACT TERM” means the initial 12 month period from the date when the Full Member signs the Application For Membership form.
2 Agreement to these Terms
When applying for membership of the Club, the Member confirms that it has read and agrees to be bound by these Club Terms and Conditions. Upon membership being accepted, the Member will be provided with its own copy of the Club’s Terms and Conditions and they should be retained for future reference.
3 Supply of the Specified Service
3.1 The Club shall provide the Specified Service to the Member subject to these terms.
3.2 The Club shall use its reasonable endeavours to provide the Specified Service
within the advertised times.
3.3 The Club may at any time without notifying the Member make any changes to the
Specified Service which are necessary to comply with any safety or other statutory
requirements and/or which do not materially affect the nature or quality of the Specified
3.4 Any other changes or additions to the Specified Service or to these Terms will be notified to the Member in writing by the Club in advance of those changes taking place.
4 Contract Term and Payments
4.1 Membership of the Club is for an initial Contract Term of 12 months from the date of signing the application form. A one-off Registration Fee is due on that date, followed by 12 x Monthly Payments by Standing Order and the Club will raise invoices to reflect the Payments due for the Contract Term.
4.2 Following the expiry of the Contract Term, membership and payments will continue until either party terminates in accordance with these terms.
4.3 All charges quoted to the Member for the provision of the Specified Service are exclusive of VAT, for which the Member is liable at the prevailing rate, and these must be paid without deduction or set-off.
4.4 Should a Monthly Payment be late or remain unpaid during the Contract Term, the remaining Monthly Payments up to the end of the Contract Term will be due immediately, plus interest at a rate of 5%, and the Club will suspend the Specified Service.
4.5 If overdue Monthly Payments are not received within 14 days of the Club requesting them, debt collection proceedings may be commenced and any fees incurred charged to the Member.
- Warranties and Liability
5.1 The Club warrants to the Member that the Specified Service will be provided using
reasonable care and skill as far as reasonably possible. Where the Club uses the service of any agent or third party (such as speakers at events) the Club does not give any warranty, guarantee or indemnity in that respect.
5.2 Except in cases of death or personal injury caused by the Club’s negligence, the Club shall not be liable to the Member by reason of any representation (unless fraudulent or negligent) for any loss of profit or any indirect, special or consequential loss, damage costs, expenses or other claims (whether caused by the negligence of the Club or its agents or otherwise) which arise out of or in connection with the provision of the Specified Service and the entire liability of the Club under or in connection with the Specified Service shall not exceed twice the amount of the Club’s charges for the provision of the Specified Service, except as expressly provided in these Terms. This warranty is in lieu of all other terms, conditions and warranties, expressed or implied statutory or otherwise and any other liabilities whatsoever and howsoever arising.
5.3 The Club shall not be liable to the Member or be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of the Club’s obligations in relation to the Specified Service, if the delay or failure is due to any cause beyond the Club’s reasonable control, and time shall not be of the essence.
6 Termination of Membership
6.1 The Member may terminate the contract by giving 3 month’s written notice to the Club. If notice is given during the Contract Term, the Member remains liable for the Monthly Payments for the remaining period of the Contract Term.
6.2 Either party may at any time terminate the contract by immediate written notice if the other commits any material breach of these terms or goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
6.3 Upon termination of this contract for whatever reason all sums owed by the Member to the Club shall become due and payable by the Member with immediate effect.
6.4 For the avoidance of doubt, if the Member breaches any of the terms of membership, the Membership Subscriptions Guarantee (clause 8) becomes null and void.
7 Insolvency of Member
7.1 This clause applies in the following circumstances:
7.1.1 The Member makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
7.1.2 An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Members; or
7.1.3 The Member ceases, or threatens to cease, to carry on business; or
7.1.4 The Club reasonably believes that any of the above events is about to happen and notifies the Member accordingly.
7.2 If this clause applies then, without limiting any other right or remedy available to the Club, the Club may cancel the Contract or suspend Membership, including access to its website and attendance at events and, if Monthly Payments are still due, they will become immediately payable notwithstanding any previous agreement or terms.
8 Membership Subscriptions Guarantee (Full Members Only)
8.1 The Club wishes for members to receive a return on their investment many times over through full involvement in the Specified Services, however, the Member retains responsibility for making the very most of the many opportunities membership offers.
8.2 At the end of the Contract Term, should a Full Member feel they have not received value for money, a full refund of the Monthly Payments (but not the Registration Fee) may be available subject to the following conditions being met and at the Club’s discretion
8.2.1 ‘Expectations of Membership’ must have been set and agreed with the Club at the time of joining (refer to application form)
8.2.2 The Member must have attended the Club’s Induction Training session within the first 3 months of their membership contract.
8.2.3 The Member must have attended at least 15 of the business meetings.
8.2.4 The Member must have reviewed their expectations against results within 6 months of the date of the Membership Agreement.
8.2.5 The Member must have approached the Club’s representative by month 6 and discussed its concerns and that discussion must have been formally minuted.
8.2.6 An action plan must have been jointly agreed by the Member and the Club’s representative at this meeting, and that plan subsequently measured and reviewed regularly between both parties.
8.2.7 The Member must not have committed any breaches of these terms or of the membership contract.
8.3 Any request for a refund must be submitted in writing to Positive Networking Ltd for consideration, documenting the above as proof that the conditions have been met.
9.1 Notices to the Club are to be sent to the registered address. Notices to the Member will be sent to the address on the application form, unless the Club is otherwise informed in writing.
9.2 No failure or delay by either party in exercising any of its rights under these terms shall be deemed to be a waiver of that right, and no waiver by either party of any breach of these terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
9.4 English law shall apply to this agreement, and the parties agree to submit to the jurisdiction of the English courts.
9.5 The Registration Fee includes one member badge for the name on the Application For Membership form. The Member will have the option of ordering badges for other representatives, or replacements, however, there may be an additional charge for these at the current supplier’s rate.
9.6 Membership of the Club is corporate. All employees and representatives can enjoy the Benefits of membership, including access to the Club’s website
9.7 Membership allows all a Member’s personnel to access certain areas of the Club’s website. This access will continue whilst payments are up to date. Should payments lapse, access may be suspended. If a Member decides to cancel Membership, access will stop.
9.8 The Club understands that email marketing is a useful tool, however, members are politely asked to keep email marketing to other members to a minimum and to include an ‘opt-out’ facility on every email. The Club reserves the right to suspend the Member’s access to the website in the event of complaints, and complaints would constitute a breach of these terms.
9.9 As a Member of the Club, the Member agrees to conduct themselves in a professional and business-like manner, treating other members with respect at all times. If the Club should receive a complaint about any Member’s behaviour, it reserves the right to suspend membership. Such complaints would constitute a breach of these terms.
9.10 Membership of the Club is at the sole discretion of the Club and it reserves the right to refuse membership.
9.11 ASSOCIATE MEMBERSHIP is a grade of membership offered on a temporary basis enabling potential Full Members to take a closer look at Positive Networking before making the full commitment. There is no fixed nor minimum period of membership, neither is there a minimum period of notice. Associate Members are only entitled to attend one Positive Networking event per month and there is no Membership Subscriptions Guarantee.