The Company’s mission is to drive digital transformation of the UK property industry by promoting engagement between PropTech and Property businesses, and creating a conducive environment for PropTech innovation.
The Company is open to applications for membership from all companies that wish to engage in and promote these purposes.
The undersigned desire to become a member of Company and to be subject to the rights and obligations of Members as set forth in this Agreement, the Company’s Articles of Association (“the Articles”) and the applicable Member Policies.
THE COMPANY AND MEMBER THEREFORE AGREE AS FOLLOWS:
- Membership Packages: There are two classes of membership packages for PropTech and Property Companies/Technology Investors and one type of package for Professional Service Providers. The membership package applicable to the Member (“the Membership Category”) is indicated on the first page of this Agreement.
- TERM AND TERMINATION
2.1 Term: Unless terminated in accordance with this Section 2, this Agreement becomes effective and shall be dated on the date upon which it is signed by both Parties (“the Effective Date”) and will continue in effect for a period of one year. Thereafter, this Agreement shall automatically renew for successive one-year terms (“Renewal Terms”) for so long as the Member pays the membership fees pursuant to the applicable Member Policy and otherwise remains a member in good standing.
2.2 Termination: The Member’s membership in Company shall terminate upon (i) the Member giving not less than 7 days’ notice to the Company in writing or (ii) pursuant to the Articles. Upon termination of the Member’s membership, this Agreement shall terminate automatically.
2.3 Survival: In the event of termination, clauses 3.1 to 3.6 (inclusive) of this Agreement shall survive and remain in full force and effect. The Member shall be obligated to pay all costs, expenses and fee that accrued (if any) prior to the effective date of termination.
- RIGHTS AND OBLIGATIONS
3.1 Intellectual Property Policy: The Member shall abide by the Company’s intellectual property policy (“the IP Policy”), if any. Such IP Policy may be amended from time to time by the Company upon reasonable notice and in accordance with the Company’s Articles. If the Member does not wish to be subject to and abide by an amended IP Policy, the Member may resign its membership prior to the effective date of the amendment of such IP Policy.
3.2 [Other] Policies: The Member agrees to abide by the applicable provisions of the Articles, the Member Policies (if any) applicable to the Membership Category, and any other applicable policies as may be adopted or amended from time to time by the Company upon reasonable notice and in accordance with the Articles. If the Member does not wish to be subject to or abide by any policy adopted or amended by the Company, the Member may resign its membership prior to the effective date of the policy or amendment of policy giving not less than 7 days prior written notice to the Company.
3.3 Fees: The Member agrees to pay the annual fees established for members in the applicable Membership Category, if any, as the Company may amend from time to time. For any Member with a prior relationship with the Company, acceptance of any Membership Agreement will be conditioned upon payment in full of any pre-existing obligations due to the Company by the applicant on or before the date of the agreement unless that Member has already paid fees on account whereby a credit in the amount paid will be given to reflect these prior payments. Fees paid under this Agreement shall not be refundable under any circumstances.
3.4 Costs and Expenses: The Member shall bear all of its own costs and expenses related to membership in the Company including, but not limited to, compensation payable to the Member’s employees and consultants and all travel and other expenses associated with the Member’s participation in the Company’s activities.
3.5 Use of Names, Publicity: The Member may disclose and publicise its membership in the Company, within guidelines established by the Company as set forth in the applicable Member Policies (if any). If the Member is a new member of the Company, the Member agrees to publicly announce joining the Company and to provide a logo for the Company’s use in recognising membership.
3.6 Non-liability: The Member shall not be liable for any debts, liabilities, or obligations of the Company by reason of being a Member.
- MISCELLANEOUS PROVISIONS
4.1 Authority to Execute: The Member hereby represents and warrants to the Company that the Member has the full right, power, authority and legal capacity to enter into and execute this Agreement, and that the Member has taken all actions necessary to authorise it to enter into and perform its obligations under this Agreement.
4.2 Entire Agreement: This Agreement and the documents referred to herein, constitute the entire agreement between the Parties, and supersede all prior agreements, understandings and negotiations in relation hereto.
4.3 Amendment: The Company may from time to time modify the terms of this Agreement in accordance with the Articles.
4.4 Assignment: Neither this Agreement nor any rights hereof, in whole or in part, are assignable by the Member without the prior written consent of the Company, except upon a change of control or a sale of all or substantially all assets involving the Member, or by operation of law.
4.5 Relationship of Parties: This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties. Nothing in this Agreement shall be construed to prohibit or restrain the entry by the Member into any separate contract or agreement with other Members or third parties on any terms.
4.6 Governing Law & Jurisdiction: This agreement and any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with this agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales for the determination of all disputes or claims (including non-contractual disputes or claims) which may arise out of or in connection with this agreement
4.7 Counterparts: This Agreement may be executed in one or more counterparts, which may be electronic counterparts, each of which shall be deemed to be an original, but collectively shall constitute one and the same Agreement.