Peer2Peer Club Membership Agreement and Terms & Conditions
1. DEFINITIONS TO HELP YOU INTERPRET THESE TERMS
1.1 Club means the Members as a collective group of individuals representing their own respective businesses at the Club events.
1.2 Club Events means all meetings of Members and Guests, normally held monthly, which the Member is entitled to attend, as set out in the Membership Letter.
1.3 Club Location means the venue defined in the Membership Letter at which Board Meetings are held.
1.4 Chair means the person authorised by the Company to manage the Club Event.
1.5 Company, We or Us means The Businesses Community trading as Peer2Peer Club, a company incorporated and registered in England and Wales under company number 10265016 whose registered office is at Pound House, 62a Highgate High Street, London. N6 5HX
1.6 Company Materials means all website content (including text, graphics, images, videos, sound, data and software), all printed and electronic documents, workbooks, videos, manuals, books and other media used at the Club events.
1.7 Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Members at the time considered confidential to the Members and trade secrets including, but not limited to, technical data and know-how relating to the business of the Members or any of its or their business contacts.
1.8 Data Protection Legislation means any applicable law relating to the processing, privacy, and use of Personal Data, including the General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications Regulation and any other applicable laws which may come into force.
1.9 Guest means the individuals that are not Members but have attended a Club event and entered into a Guest Agreement with the Company.
1.10 Guest Agreement means the contractual agreement between the Guest and the Company that governs, amongst other things, confidentiality and the general terms that apply when attending a Club event as a Guest.
1.11 Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or rights to sue for passing off, rights in designs, rights in computer software, database rights, copyright in works and materials, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
1.12 Key Individual means the name of the individual(s) defined in the Membership Letter. The Key Individual is the person
responsible for attending the Club event as a representative of the Member.
1.13 Member, You or Your means the name of the entity (or individual in the case of a sole trader) to whom the Membership Letter is addressed to.
1.14 Services shall refer to the supply of education and training services to Members and Guests in the field of business and personal development.
1.15 Video Conference Software shall refer to Zoom or such other software that the Company determines as the most appropriate software for the Member to attend the Virtual Club event.
2. SCOPE OF YOUR MEMBERSHIP
2.1 The Member does not have “lockout” or exclusivity within Club. Every effort shall be made by the Company to ensure that during round table discussions potentially competing members are placed on different tables or in different breakout rooms.
2.2 The Key Individual shall have the ability to visit other Club Locations and attend other Virtual Club events that the Company operates, subject to prior approval from a representative of the Company.
2.3 Club events are normally divided into two halves with a networking break in between. The first section is the themed key note followed by an audience Q&A. After the break it’s the themed TorqueTables, each hosted by a subject matter expert.
2.4 At the end of the Club event each member is encouraged to complete the RAP Sheet (Review and Progress). They commit to major takeaways and actions to be completed by the next Club event.
2.5 Members will gain access to the Capability Compass workbooks and supporting video tutorials. Initially these will be distributed by the Company on request, maximum 1 per month. The company will be automating the system. Additional workbooks and tutorial video’s can be purchased if a member wishes at the prevailing price. workbook along with other Company Materials received by Members must be used and kept in strict accordance with Clause 8 of this Agreement.
2.6 It is the Companies absolute intent to improve and modify the member experience and benefits during their time as members. Additional features and services will be communicated and shared when ready.
2.7 During the course of the Services, We may express opinions or beliefs concerning various courses of action and the results that may be anticipated. Any such statement made by a representative of the Company is intended to be an expression of opinion only, based upon information available to the Company at the time, and should not be construed by the Key Individual as a promise or a guarantee of any particular outcome.
3. DURATION OF YOUR MEMBERSHIP
3.1 Your membership and this Agreement shall commence on the date of acceptance, and shall continue until cancelled in accordance with the provisions of Clause 10.
4. OUR OBLIGATIONS TO YOU
4.1 If the Company is unable to perform its obligations to You under this Agreement, the Company shall advise tou of that fact as soon as reasonably practicable.
4.2 The Company shall use all reasonable endeavours to ensure that the Company and its representatives are available on reasonable notice to provide such assistance or information as the Member may require.
5. YOUR OBLIGATIONS
5.1 The Key Individual shall use their reasonable endeavours to attend each Club event in order to realise the full value of their Membership. In the event that the Key Individual cannot attend a Club event, the Key Individual must provide the Company with reasonable notice if they plan to send a suitable representative of the Member’s business in their place. Replacement are subject to the Company’s prior approval.
5.2 The Key Individual warrants that all information provided to the Company at the time of applying for membership is true and complete.
6.1 The Member shall pay to the Company the fee of £49.00 (such fees may in future be subject to VAT and any other taxes which are applicable), as presented on the invoices provided to the Member.
6.2 The Membership Monthly Fee must be paid by the Member monthly in advance using such payment platform as shall be advised by the Company from time to time.
6.3 The Company also reserves the right to charge the Member for any and all costs incurred by the Company recovering overdue payments. The Member shall not, under any circumstances, be entitled to withhold payment.
7. CONFIDENTIAL INFORMATION – MUTUAL OBLIGATIONS
7.1 The Company and the Key Individual both acknowledge that during the term of this Agreement the Company and the Key Individual will have access to Confidential Information. The Company and the Key Individual therefore agree to accept the restrictions in this Clause 7.
7.2 The Company and the Key Individual shall not either during the term of this Agreement or at any time after the termination of this Agreement, use or disclose to any person, firm or company (and both parties shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
7.2.1 Any use or disclosure authorised by the party to whom the Confidential Information is concerned about or required by law; or
7.2.2 Any information which is already in, or comes into, the public domain otherwise than through either party’s unauthorised disclosure.
8. INTELLECTUAL PROPERTY
8.1 The Intellectual Property Rights vested in the Company Materials including any copyright, trademarks, software, specifications, documents, drawings, models, procedures, data or any other Intellectual Property Rights arising out of or in connection with the Services carried out by the Company shall be owned by the Company and/or its licensors unless otherwise agreed in writing by the Company and/or its licensors.
8.2 You will keep all Company Materials confidential during the term of your membership and after termination or cancellation (howsoever arising).
8.3 You shall not copy, adapt, licence, sell, rent, lease, transfer, assign or otherwise commercially exploit or make available to any third party the Company Materials.
8.4 Subject to your compliance with this Agreement, including payment of the membership fees, the Company grants to
the Member a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free licence (or sub-licence as the case may be) of such Intellectual Property Rights in the Company Materials as are necessary for the Member to make use of the Services.
8.5 The licence referred to in Clause 8.4:
8.5.1 Is granted to You to the extent and for the sole purpose of the provision of the Company’s Services;
8.5.2 Shall terminate immediately upon termination or cancellation of membership (howsoever arising); and
8.5.3 In the case of third-party content, shall be granted on such terms as the Company may grant in accordance with owner of such content.
8.6 You must not at any time, whether during or after termination or cancellation of your membership, represent, hold out or imply (whether directly or by conduct) that you own or have any rights (except as permitted by this Agreement) in the Company Materials, Services.
8.7 This Clause 8 survives termination of this Agreement.
9. DATA PROTECTION
9.1 Each party warrants that it shall at all times fully comply with its obligations under all relevant Data Protection Legislation and shall not perform their obligations under this Agreement in such a way as to cause the other party to breach any of its applicable obligations under the Data Protection Legislation.
9.2 The Key Individual warrants that its business has all necessary and appropriate notices in place to enable the lawful transfer of any personal data to the Company in accordance with the Data Protection Legislation for the duration and purposes of this agreement.
9.4 Should the Key Individual fail to abide by the terms of this clause or the Data Protection Legislation and this results in losses for the Company, the Member agrees to indemnify and keep indemnified the Company against all costs, expenses, charges and losses incurred.
10. CANCELLING YOUR MEMBERSHIP
10.1 The Member may terminate this Agreement at any time by providing to the Company no less than 1 month’s notice by email to firstname.lastname@example.org
10.2 The Company may cancel this Agreement at any time by providing to the Member no less than 1 months’ notice by email using the email address in the Membership Letter or the last known email address for the Member, if different.
10.3 Either party may terminate this Agreement with mutual consent at any time. For the avoidance of doubt, mutual consent shall require both parties to confirm their intention to cancel this Agreement by email and in writing as detailed 10.1 and 10.2.
10.4 Either party may terminate this Agreement with immediate effect without notice in the event that a material breach occurs by either party to this Agreement which in the
Company’s view is not capable of being remedied.
10.5 Upon termination or cancellation of Your membership (howsoever arising), You will no longer be able to use the Services. If you have any Company Materials in your possession, you must destroy them or return them to us and be bound by the provisions of Clause 8.
11.1 The Member shall indemnify the Company against any liability which shall include, but not be limited to, all losses, costs, claims, expenses, demands, actions, damages, legal expenses and other fees incurred or suffered as a result of the breach or non-fulfilment of the terms of this Agreement.
12. DISCLAIMER & LIMITATION OF LIABILITY
12.1 The extent of the Company’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 12.
12.2 The Company disclaims all liability for any indirect, special or consequential loss arising from, or in connection with, the Services supplied by the Company.
12.3 For the purpose of this Agreement, ‘consequential loss’ shall include, but not be limited to (i) Pure economic loss, (ii) Loss of profits, (iii) Losses incurred by any third party, (iv) Loss of revenue, (v) Loss of goodwill and reputation, and (vi) Loss of opportunity.
12.4 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
12.4.1 death or personal injury caused by negligence;
12.4.2 fraud or fraudulent misrepresentation; or
12.4.3 any other losses which cannot be excluded or limited by applicable law.
12.5 You acknowledge that You use the Company’s Services entirely at your own risk. We do not guarantee outcomes from any of the Company’s Services and Company Materials, and we accept no responsibility or liability, howsoever arising, in relation to your use of the Company’s Services and Company Materials and whether such use contributes to the success (or otherwise) of your personal or professional development or business operations.
12.6 The Company’s maximum liability under this Agreement shall be limited to the amount invoiced by the Company, net of VAT, under this Agreement over the preceding 12 months prior to any claim.
13.1 The Company may vary, add to or update the Services provided, as set out within the Membership Letter and Clause 2, by providing details in writing to the Key Individual as a representative of the Member. An updated Membership Letter shall not be required to confirm the new Services.
13.2 The Member will not be able to amend or vary the terms of this Agreement unless it is agreed in writing and signed by both parties.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be referred to an independent mediator and governed by and construed in accordance with English law.
14.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that cannot be resolved by an independent mediator.