Corporate Membership Agreement

Corporate Membership Agreement

This is an Agreement between {insert company name} (the “Member” or “You”) and LGBT Great Limited (“LGBT Great” or “We” or “Us”), a company incorporated in England and Wales under company number 12952838 whose registered office is at Warnford Court, 29 Throgmorton Street, London, England, EC2N 2AT.

The Application Form, these terms and conditions and any other documents referred to in these terms and conditions form the terms of the agreement upon which LGBT Great will make the Membership Services available to Members during the Membership Period.

Members warrant that they are authorised to agree to the obligations set out in this Agreement, in particular the obligation to pay the Membership Fee. By completing, signing and submitting the Application Form (either by way of electronic signature via the LGBT Great Membership Platform, or by wet-ink signature), the Member agrees to abide by the terms and conditions of this Agreement.

By completing and submitting an Application Form, applicants warrant that they have read these terms and conditions and fully understand and accept the terms of the Agreement between the Parties. For the avoidance of doubt, the submission of an Application Form does not guarantee that We will accept such application and grant You membership – this always remains at the sole discretion of LGBT Great and no contractual relationship is established between us until such time as We formally accept an Application Form and notify the applicant of such fact.

Definitions:

The following definitions apply in these terms and conditions unless the context requires otherwise:

"Account Meeting” means the membership meetings held between the Member and LGBT Great at such intervals and frequency as is decided upon by Us and You during a Membership Period and as described in clause 5.5.

“Agreement” means the Application Form and these terms and conditions, and any other documents referred to in these terms and conditions between LGBT Great and the Member as amended from time to time in accordance with clause 2.7.

“Application Form” means the online membership application form completed by organisations applying to become a Corporate Member of LGBT Great.

"Corporate Membership” means LGBT Great organisational Membership Services for exclusive use by Members who are committed to enhancing their diversity, equity and inclusion strategies.

“iiBT” means the LGBT Great Inclusion Index Benchmarking Tool.

"LGBT Great Brands” means the words ‘LGBT Great’, or any other logo, sign, trademark, motto or other symbol associated with LGBT Great and including the current LGBT Great Corporate Membership ‘badge’.

“LGBT Great Website” means the website with the URL of www.lgbtgreat.com.

“LGBT Great Membership Platform” means LGBT Great’s membership technology platform.

“Member” means an organisation whose application for Corporate Membership has been reviewed and accepted by LGBT Great.

“Membership” means the rights and obligations of a Member arising out of this Agreement.

“Membership Fee” means the fees due from a Member to LGBT Great for a Membership Period.

"Membership Onboarding” means the introductory meeting which takes place between LGBT Great and the Member to agree objectives and points of engagement during the Membership Period and to provide the Member with tutorials and guidance on using the LGBT Great Membership Platform.

“Membership Period” shall have the meaning given to it in clause 3.1.

“Membership Services” means the services to be provided to a Member in relation to its Membership Tier as outlined in the Membership Services Model.

“Membership Services Model” means the document setting out the Membership Tiers provided to the Member and as maintained on the LGBT Great Membership Platform.

“Membership Tier” means one of the following membership tiers as described more particularly in the Membership Services Model:

Essentials Membership
Foundation Membership
Core Leadership Membership

“Party” means each of LGBT Great and the Member and “Parties” shall be construed accordingly.

Starting Your Membership:
1. The Membership Fee which will be due and payable by the Member to LGBT Great will be set out in the formal proposal provided to You by Us, and the Membership Services which LGBT Great shall provide to the Member are as more particularly described in the Membership Services Model.
2. By receiving the Application Form and notifying You that the application has been successful, LGBT Great agrees to provide the Membership Services in accordance with the terms of this Agreement. The Membership Services will become available to the Member on payment of the Membership Fees to LGBT Great until the end of the Membership Period.
3. LGBT Great may refuse to grant membership to any applicant at its complete discretion. LGBT Great is under no obligation to give any reason for the refusal and may additionally decline to extend an offer to renew an existing Membership.
4. All Application Forms are to be completed online via the LGBT Great Membership Platform. Acknowledgement that a prospective Member’s Application Form has been received and is being processed does not yet mean that a contract has been formed by that prospective Member and LGBT Great. Such contract will only be formed when LGBT Great notifies the prospective Member that its application has been successful.
5. The Member agrees that Membership constitutes a business transaction between that Member and LGBT Great and as such The Consumer Protection (Distance Selling) Regulations 2000 do not apply. As a result of LGBT Great providing Membership Services immediately following acceptance of a Member’s payment, no cooling-off or cancellation period is offered.
6. These terms and conditions may be amended by LGBT Great during the Membership Period with the amendments taking effect at the end of the current Membership Period. LGBT Great undertakes to use its reasonable endeavours to notify each Member should the terms and conditions of this Agreement be amended. However, the placement of an amended Agreement on the LGBT Great Membership Platform from time to time will be deemed full and sufficient notice for any such amendments to be agreed between the Parties for the new Membership Period. Members should therefore check the LGBT Great Membership Platform from time to time (and, in particular, prior to the end of each Membership Period) to ensure that they are happy with any changes which may have been made.
7. This Agreement shall form the entire agreement between the Parties. Any amendments to this Agreement are to occur either in accordance with the terms of clause 2.6 or expressly in writing as agreed between the Parties.
Membership Period:
1. The first membership period is a period of 12 months from the date this Agreement is signed by the Parties and, in the case of each subsequent membership period, a period of 12 months from the date of renewal of the Membership (being the anniversary of the acceptance of the Application by LGBT Great) (each a “Membership Period”).
2. The Member hereby agrees that its Membership will be automatically renewed for a further Membership Period at the Member’s current membership tier at the end of the current Membership Period unless the Membership is terminated in accordance with clause 7 below.
3. LGBT Great will send each Member a membership renewal notice (the “Renewal Notice”) not less than 90 days in advance of the expiry of that Member’s current Membership Period. Such notice will include the renewal fee due for payment 30 days from when the invoice is issued (which will be the date prior to the commencement of any renewed Membership Period).
4. Subject to the Agreement not being cancelled in accordance with clause 3.2 or terminated in accordance with clause 7, at the end of each Membership Period the Member agrees that this Agreement (including any such amendments thereto as detailed in clause 2.6) shall continue for a further Membership Period in accordance with clause 3.1 and that the Member shall be liable to pay the Membership Fee for each such additional Membership Period.
Membership Services:
1. The Membership Services will be made available by LGBT Great to the Member for the Membership Period provided that the Member has paid all sums due and payable under this Agreement, and provided also that the Agreement has not been terminated for cause or for any other reason.
2. LGBT Great may amend, vary or withdraw the Membership Services from time to time at its complete discretion. For the avoidance of doubt, LGBT Great has overriding discretion to determine the rights, privileges and Membership Services attaching to each Membership Tier.
3. LGBT Great undertakes to use its reasonable endeavours to notify Members of any changes to Membership Services in accordance with clause 4.2, and to publish any changes to the Membership Services on the LGBT Great Membership Platform.
4. Any Member renewing their membership agrees that the Membership Services to be offered by Us will be such Membership Services as are described in the Membership Services Model as at the date of the Renewal Notice.
Managing and Leveraging Your Membership
1. All Members are able to access and communicate with LGBT Great by emailing the following member-exclusive inbox: members@lgbtgreat.com. All queries and feedback should be directed here. All Members also have access to a private community space on the Membership Platform.
2. Once Your Application Form has been received and You have been notified of your successful application, LGBT Great will schedule a time to carry out the Membership Onboarding.
3. The Member agrees to make the stakeholders involved in managing and utilising the Membership Services clear, and known, to LGBT Great through full completion of the membership stakeholder form to be provided to the Member. For the avoidance of doubt, We require up-to-date details of the stakeholders, and it shall be the responsibility of the Member to ensure that LGBT Great are notified of any changes in contact details for any such stakeholders.
4. The Member agrees that during the Membership Period the Member will assign one or more key points of contact, known as the “Member Leader(s)”, who shall be responsible for managing the relationship between the Member and LGBT Great with regard to the Membership Services. The Member further agrees to assign one or more ‘Executive Sponsor(s)’ during the Membership Period, who is a member of the senior management team, within the Member’s business.
5. Appointed Member Leaders agree to attend Account Meetings, or to ensure that a suitable representative of the Member attends such Account Meetings, and are responsible for ensuring that the Membership Services are utilised during the Membership Period. Account Meetings are scheduled in Outlook and are to take place virtually unless otherwise agreed in writing between the Parties.
6. The Member agrees that it shall be their responsibility to actively manage its use of the Membership Services. LGBT Great accepts no liability for non-use of Membership Services by a Member and failure to use any Membership Services will not result in the return and/or waiver of any Membership Fees.
7. LGBT Great agrees to provide the Member with regular membership updates through the LGBT Great Membership Platform and via email.
8. All Members are able to recommend other financial and professional organisations for Corporate Membership. LGBT Great retains the right to follow up on the recommendation and to disclose to such party the name of the Member who has made the recommendation.
Membership Fees:
1. The initial Membership Fee is displayed on the Application Form and corresponds to the Membership Tier selected by the applicant.
2. LGBT Great reserves the right to increase the Membership Fee on an annual basis. Members will be informed of any Membership Fee increase within their Renewal Notice.
3. Membership Fees for any relevant Membership Period are payable in full in advance are non-refundable or transferable.
4. The Membership Fee becomes payable by the Member for the first Membership Period once the Application Form has been received and the applicant has been notified that their application has been successful by LGBT Great.
5. To support LGBT Great as a small business, all fees and payments to LGBT Great by Members are to be made, free and clear of all deductions, withholdings or set-offs, within 30 days of the invoice being issued. The Member agrees to provide a point of contact responsible for processing and paying the Membership Fee.
6. The Member agrees to notify LGBT Great of any changes to their company invoicing details, including contact information and/or processes, in writing to accounts@lgbtgreat.com as soon as possible.
7. All fees and payments to LGBT Great by the Member are exclusive of any Value Added Tax (VAT) for which the Member shall be additionally liable at the applicable rate from time to time. LGBT Great will include the appropriate rate of VAT on the invoice if the Member requests this in writing.
8. The Member shall be liable to pay LGBT Great interest at the rate of 4% per annum over the base rate of Barclays Bank plc on all sums payable under this Agreement which remain unpaid for 7 or more days from their due date, such interest being calculated from the due date for payment up to the date of payment, both before and after any judgment.
Termination:
1. The Member may terminate this Agreement with at least 90 days’ notice at any time in writing. A Member is not entitled to any refund in respect of any unexpired portion of Membership.
2. Should a Member terminate this Agreement in accordance with clause 7.1 above, the Member’s entitlement to Membership Services will cease immediately at the end of the notice period, including but not limited to the Member’s right to use any LGBT Great Brands or to access any members-only content areas of the LGBT Great Membership Platform or the LGBT Great Website. This also includes any use of LGBT Great iiBT Standards badges.
3. LGBT Great may terminate this Agreement at any time with 90 days’ notice in writing to the address given on the Application Form (and, for the purposes of this clause 7.3, may do so via email to an email address provided by the Member in the Application Form) in which case LGBT Great shall refund the Membership Fee for the remaining Membership Period to the Member on a pro-rated basis (calculated by dividing the number of whole calendar months of unexpired membership by the current Membership Period). A refund of the Membership Fee in accordance with this clause 7.3 shall be the Member’s only remedy for loss of the Membership Services for the remainder of the terminated Membership Period.
4. LGBT Great may suspend (for a period of 14 days pending investigation) or terminate this Agreement, in its sole and absolute discretion, either in full or in part and with immediate effect and without liability, including any liability to refund any Membership Fee, and may take such other action as LGBT Great deems appropriate if:
  1. the Member commits a material breach of this Agreement and, if such breach is capable of remedy, fails to remedy that breach within 14 days of receiving notice from LGBT Great notifying it of the breach and requiring remedy;
  2. the Member fails to pay the Membership Fee within 30 days of an invoice being issued by LGBT Great;
  3. the Member does anything or omits to do anything which, in the sole opinion of LGBT Great, brings, or is likely to bring, LGBT Great or its name, and/or community into disrepute; or
  4. the Member behaves in a way which is abusive or otherwise offensive or unacceptable towards LGBT Great’s employees, Members, the Member’s own employees, or other under-represented communities, whether in person or online.
5. If LGBT Great exercises its right to suspend or terminate the Agreement pursuant to clause 7.4, it shall provide notice to the Member stating the reasons for suspension or termination and the effective date of such suspension or termination.
6. Suspension or termination of the Agreement under any of the provisions of clause 7.4 will result in the Member’s Membership Services automatically ceasing and LGBT Great reserves the right to refuse to either lift such suspension or to allow such Member the ability to re-join subsequently (as the case may be).
7. LGBT Great may also take any other action it deems reasonably appropriate in the event of suspension or termination of the Agreement as a result of any of the actions carried out in clause 7.4. Such action may include legal proceedings against the Member for reimbursement of all costs LGBT Great may have incurred as a consequence of any breach by the Member, or any person associated with such Member, of the Agreement on a full indemnity basis (including, but not limited to, administrative and legal costs). LGBT Great excludes all liability for actions taken in response to breaches of this Agreement by the Member.
8. Promptly and in any event within 14 days of termination of Membership for any reason, the Member must remove all references to LGBT Great, and take down all and any LGBT Great Brands in use, from its public materials and social media (including, but not limited to, publicity, promotional matter, recruitment materials and websites) and must immediately cease to use any LGBT Great Brands henceforth.
Confidentiality and Privacy:
1. The Member shall not at any time, either during the period of this Agreement or at any time after its termination (howsoever arising) disclose to any third party any information that it has received from LGBT Great that is of a confidential nature (including without limitation trade secrets and information of commercial value), unless such information is public knowledge at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Member from a third party.
2. Subject to clause 8.3, LGBT Great shall not at any time disclose to any third party any information that it has received from Members that is of a confidential nature, unless it is required to do so by law or such information is public knowledge or already known to LGBT Great at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of LGBT Great from a third party.
3. LGBT Great will be able to refer to the fact of a Member’s Corporate Membership on the LGBT Great Website and any other public materials and such information shall not be deemed to be confidential unless specifically notified to LGBT Great in writing by the Member.
4. LGBT Great shall at all times during the term of this Agreement (and to the extent applicable following its expiry) comply with LGBT Great’s Privacy Policy, a copy of which can be found on the LGBT Great Membership Platform and LGBT Great Website.
Intellectual Property:
1. LGBT Great grants the Member a non-exclusive licence to use the LGBT Great Brands for the purpose of promoting and publicising their Corporate Membership of LGBT Great. The use of the LGBT Great Brands is subject to the following conditions:
  1. the Member may only use the LGBT Great Brands in accordance with this Agreement. In particular, the Member shall not make any representation that the Member has any relationship with LGBT Great other than that the Member is are a Corporate Member of it;
  2. the Member must not modify the LGBT Great Brands in any way and may only use them for promotional materials agreed in advance with LGBT Great in writing
  3. the Member must not incorporate the LGBT Great Brands in the Member’s business or trading name, or trademark used in conjunction with their business; and
  4. the Member recognises that LGBT Great owns the LGBT Great Brands including any goodwill and other rights associated with them. The Member is not permitted to allow (by sublicence or otherwise) anyone else to use the LGBT Great Brands without the express permission of LGBT Great in writing. Should the Member become aware of anyone making unauthorised use of the LGBT Great Brands or otherwise passing themselves off as either LGBT Great or a member of it, the Member shall immediately notify LGBT Great and provide it with full details. The Member acknowledges that LGBT Great has the sole right to act against any infringement and that any damages so recovered shall belong to LGBT Great.
2. The Member grants LGBT Great a non-exclusive licence to use the name of the Member and the Member’s current company logo on the LGBT Great Website and the LGBT Great Membership Platform, and on social media platforms, for the purposes of showcasing the Member’s Corporate Membership of LGBT Great.
Liability:
1. In circumstances where a Member suffers loss or damage arising out of, or in connection with, any Membership Services or the provision of any products or other services offered by LGBT Great or any other members of its group of companies or third-party organisations through the LGBT Great Website or otherwise (whether by virtue of being a member or not) to the extent permitted by law, LGBT Great and any other members of its group of companies and third parties connected to them accept no liability for this loss or damage and hereby expressly exclude:
  1. all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
  2. any liability for any direct, indirect or consequential loss or damage howsoever arising (whether in contract, tort (including, but not limited to, negligence) or otherwise)) incurred by any person in connection with any Membership Services or products offered, including without limitation any liability for:
    1. loss of income or revenue;
    2. loss of business or opportunity;
    3. loss of profits or contracts;
    4. loss of anticipated savings;
    5. loss of or damage to reputation or goodwill;
    6. loss of data;
    7. losses or liabilities under or in relation to any other contract;

in each case, whether direct, indirect, special and/or consequential loss or damage; or for any other indirect, special and/or consequential loss or damage.

1. Nothing in this clause 10 affects any liability for death or personal injury arising from negligence, nor any liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under English law.
2. The aggregate liability of LGBT Great for all claims howsoever arising under or in connection with this Agreement, the provision of Membership Services or any other products or services offered during each Membership Period shall not exceed the amount of the Membership Fee paid to LGBT Great during that Membership Period.
3. Except as set out in this Agreement, all warranties, conditions, guarantees, representations and other terms which might otherwise be implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
4. This clause 10 shall survive termination of the Agreement (howsoever arising).
Other:
1. A Member shall not assign, transfer or otherwise deal in its Membership and/or any rights and obligations otherwise granted under this Agreement.
2. This Agreement overrides any other contrary terms or conditions in relation to any Membership, or provision of any other products or services between the parties, save in respect of any amendments to this Agreement made in accordance with clause 2.7.
3. Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be sent via email or in writing to the other Party personally or sent by pre-paid first-class post, recorded delivery or by commercial courier to, in the case of LGBT Great, the address given on the LGBT Great Website and/or by email to the CEO from time to time appointed and, in the case of a Member, to the address given on the Application Form.
4. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor establish any form of agency between the Parties. No Party shall have authority to act as agent for, or to bind, the other Party in any way.
5. A person who is not a party to this Agreement shall not have any rights, under or in connection with them, under the Contracts (Rights of Third Parties) Act 1999.
6. Neither Party shall be liable to the other for any delay or non-performance of its obligations by reason of matters beyond its control including, but not limited to, any act of terrorism, war, riot, civil commotion, compliance with any law or government order, fire, flood or storm, strikes, pandemic, industrial disputes, delays in transit, power failure, postal delay, or any event that cannot be reasonably planned for or avoided.
7. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual claims and disputes), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.