The Web Guild Terms of Membership

Between:

The Web Guild Ltd registered in England and Wales under company number 9753960 and whose registered office is at 1 Cornhill, Ilminster, Somerset, TA19 0AD ("us", "we", "our"); and
The person, firm, company or entity who becomes entitled to call himself a member of the Guild, as specified in the Application ("you", "your").

INTERPRETATION
1. In these Terms, the following definitions apply:
  "Application"
  means your online application to be entitled to call yourself a member of the Guild in accordance with these Terms;
  "Business Day"
  means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
  "Code of Conduct"
  means our code of conduct as published on our Website from time to time;
  "Corporate Member"
  a partnership, company or other business entity active in the digital sector who is entitled to call itself a corporate member of the Guild and who has at least one employee who is a Full Member of the Guild;
  "Fees"
  means the membership fees payable by you in accordance with clause 5;
  "Freelance Member"
  a sole trader, company or other entity active in the digital sector who is entitled to call itself a freelance member of the Guild, who has only one employee or sole trader and such employee or sole trader is a Full Member of the Guild;
  "Full Member"
  an individual who is entitled to call himself a full member of the Guild and being a web professional with 2 years or more full time or 5 years or more part time experience within the digital sector;
  "Guild"
  means The Web Guild, a trading style of The Web Guild Ltd;
  "Insolvency Event"
  means, in relation to you or your business, you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or are deemed unable to pay your debts or you have any partner to whom any of the foregoing apply; you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors; a petition is filed, a notice given, a resolution passed, or an order made, for or in connection with your winding up; you are the subject of a bankruptcy petition or order; a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or against the whole or any part of your assets; an application or order is made for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over you; a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; or any event occurs or proceeding is taken in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the foregoing;
  "Intellectual Property Rights"
  means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
  "Junior Member"
  an individual who is entitled to call himself a junior member of the Guild and being a web professional with less than 2 years full time or 5 years part time experience within the digital sector;
  "Membership Agreement"
  means the contract between you and us formed in accordance with Clause 2.5 and subject to these Terms;
  "Membership Date"
  has the meaning set out in clause 2.5;
  "Profile"
  the profile containing details of you and/or your business (as applicable) on the Website, as updated from time to time;
  "Seal"
  the seal or seals of the Guild as shown on [link] and as varied or developed from time to time;
  "Student Member"
  an individual who is entitled to call himself a student member of the Guild and being in full or part time education or training completing a course of study in a field relating to the digital sector;
  "Term"
  the term of the Membership Agreement, consisting of the Initial Term and any Subsequent Term (as such terms are defined in clause 2.8 below), subject to any earlier termination or suspension in accordance with clause 8 below;
  "Terms"
  means the terms and conditions on which you are entitled to call yourself a member of the Guild as set out in these terms and as amended from time to time in accordance with clause 10.8;
  "Website"
  means our website at http://www.thewebguild.org or such other domain name as notified by us from time to time;
  "Website Terms of Use"
  means our website terms of use which apply to all users of the Website from time to time.
2. Unless the context otherwise requires, in these Terms, the following rules of interpretation apply:
  1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  2. a reference to a party includes its personal representatives, successors or permitted assigns;
  3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  4. any phrase introduced by 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;
  5. a reference to "writing" or "written" includes documents provided in an electronic form (including e-mails and on websites);
  6. words in the singular include the plural and in the plural include the singular; and
  7. a reference to one gender shall include reference to all other genders.
BASIS OF MEMBERSHIP AND RENEWAL
1. Details of how to complete the Application and the information required to complete the Application are set out on our Website. The submission by you of a completed Application (together with the Fee in accordance with clause 5) constitutes an offer by you to enter into a Membership Agreement between you and the Guild in accordance with these Terms.
2. If you wish to become a Corporate Member or a Freelance Member, before you are able to complete an Application, an employee or sole trader (as applicable) will be required to have completed an Application (and paid the relevant Fee) to become a Full Member.
3. By submitting the Application in accordance with clause 2.1 above, you warrant and represent that:
  1. you meet the application requirements for a Junior Member, Student Member, Full Member, Corporate Member or Freelance Member (as applicable); and
  2. the terms of the Application and any information you provide in the Application are complete and accurate.
4. Following receipt of your Application, we will complete such verification processes as we set out on our Website from time to time ("Verification") including, where applicable, contacting any referees set out in the Application (and by submitting an Application to us you hereby permit us to contact such referees without further reference to you).
5. Your offer shall only be deemed to be accepted when we complete our Verification (if applicable) and we issue written acceptance of the Application to you at which point and on which date the Membership Agreement shall come into existence ("Membership Date").
6. The Membership Agreement, together with our Code of Conduct and our Website Terms of Use constitutes the entire agreement between the parties relating to their subject matter. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Membership Agreement.
7. These Terms apply to the Membership Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
8. Unless terminated earlier in accordance with clause 8 below the Membership Agreement shall continue for an initial period of 12 months from the Membership Date ("Initial Term") and shall, subject to clause 2.9, automatically extend for a further period of 12 months ("Subsequent Term") at the end of the Initial Term and at the end of each Subsequent Term.
9. The Membership Agreement shall not automatically extend for any Subsequent Term if:
  1. you are a Corporate Member or a Freelance Member and:
    1. you have failed to provide a copy of your insurance certificate(s) for your professional indemnity insurance for the Subsequent Term; or
    2. you have failed to add 2 public portfolio items to your Profile in the Initial Term or immediately preceding Subsequent Term (as the case may be),
    in each case in accordance with our Code of Conduct.
  2. you fail to pay the Fee for the Subsequent Term in accordance with clause 5 prior to the commencement of the Subsequent Term.
YOUR RIGHTS
1. In consideration of the payment of the Fee in accordance with clause 5 below, with effect from the Membership Date, we grant you with the following rights during the Term:
  1. the right to call yourself a Junior Member, Student Member, Full Member, Corporate Member or Freelance Member (as applicable) of the Guild;
  2. the right to use the Seal (or, where applicable, the Seal that corresponds to your membership status) in accordance with Clause 6 below;
  3. the right to have a Profile on our website, which, in the case of Corporate Members and Freelance Members will include your contact information and will be searchable by and available to visitors to the Website;
  4. the right to receive the other benefits of the Guild as set out on the "Benefits" section of the Website from time to time (as applicable to your membership status).
2. We will publish information on your Profile on the basis of the information you provide in the Application and you are responsible for ensuring that the information you provide is correct. Save as set out in these Terms, we do not review, verify, approve or edit your information before it appears on your Profile and we will not be liable for any errors in your information appearing on your Profile. You may update your Profile information from time to time by following the instructions on the Website.
3. For the avoidance of doubt, your rights are limited to those expressly set out in these Terms and your right to call yourself a member of the Guild shall not provide you with any rights to or share in the ownership of the Guild or any other rights not expressly set out herein.
YOUR OBLIGATIONS AND CHANGE OF STATUS
1. During the Term you shall:
  1. comply with our Code of Conduct and any other policies, procedures, standards and requirements as published on our Website from time to time;
  2. not do anything that could or might (in our reasonable opinion) bring the Guild into disrepute;
  3. ensure the information appearing on your Profile is kept up to date;
  4. if you are a Corporate Member, update your profile if any relevant Junior Member or Full Member leaves your employment
  5. co-operate with us in all matters relating to the Guild;
  6. provide us with such information as we may reasonably require in order to operate the Guild from time to time, and ensure that such information is accurate in all material respects;
  7. participate in any surveys and research that we reasonably require.
2. If:
  1. you are a Freelance Member and, during the Term, you cease to meet the requirements of a Freelance Member (for example, because you employ further employees); or
  2. you are a Junior Member and you meet the requirements of a Full Member (for example, because you have over 2 years full time experience within the digital sector); or
  3. you are a Student Member and you meet the requirements of a Junior Member (for example, because you become employed as a web professional),
  you shall promptly notify us of such change so that we can take the necessary steps to upgrade your membership status on payment of the relevant Fee.
FEES AND PAYMENT
1. In consideration of us granting the rights set out in Clause 3 above, you shall pay to us the Fees in accordance with this Clause 5.
2. The Fee in respect of the Initial Term or any Subsequent Term is calculated in accordance with our membership price list, which is published on our Website from time to time. We may vary our membership price list from time to time but this will not affect the Fee payable by you in respect of any Initial Term or Subsequent Term that has already commenced. In respect of any Subsequent Term, the Fee shall be based on our membership price list as published on our Website at the commencement of the Subsequent Term.
3. If you need to upgrade your membership status as set out in clause 4.2 above, you shall pay us the Fee for the upgraded status (as set out on our Website at the relevant time) with effect from the date of the change of your status. If this occurs part way through the Initial Term or any Subsequent Term, we will charge you the new Fee from the date of the change in your status and make a pro rata refund to you of any Fee you have already paid in respect of the current Initial Term or Subsequent Term (as the case may be).
4. Our Fees are exclusive of amounts in respect of value added tax ("VAT"). Where any taxable supply for VAT purposes is made under the Membership Agreement you shall pay to us such additional amounts in respect of VAT at the same time as you pay the Fees.
5. All Fees shall be payable by you in full, without any deduction or set off in cleared funds, in the case of the Initial Term, at the time that you submit your Application and, in the case of any Subsequent Term, prior to the commencement of such Subsequent Term. Instructions on how to make payments will be published on our Website from time to time.
INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in or arising out of or in connection with the Seal shall be owned by us.
2. With effect from the Membership Date and for the Term, we hereby grant to you a non-exclusive licence to use the Seal (or, where applicable, the Seal that corresponds to your membership status) on your business stationery and your website.
3. You hereby agree and undertake that:
  1. you will comply with the specification, standards and directions relating to the use of the Seal on your business stationery and website as set out in the Code of Conduct or otherwise notified on our Website from time to time;
  2. you will not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Seal or the goodwill or reputation associated with the Seal or us or that may invalidate or jeopardise any registration of the Intellectual Property Rights in the Seal;
  3. you will not apply for, or obtain, registration of any Intellectual Property Rights in the Seal;
  4. you will not licence (or purport to licence) any other person to use the Seal or any Intellectual Property Rights in the Seal.
4. You acknowledge that:
  1. you do not have any right, title or interest in the Seal or the Intellectual Property Rights in the Seal or any updates or improvements to it, save as specifically set out in these Terms; and
  2. any goodwill derived from your use of the Seal shall accrue to us and we may, at any time, call for a confirmatory assignment of that goodwill, which you hereby agree to immediately execute.
5. We warrant that we are not aware of any reason why we might not be entitled to licence the Intellectual Property Rights in the Seal to you on the terms of this Clause 6 and why the use of the Intellectual Property Rights in the Seal in accordance with these Terms would constitute an infringement of any third party's Intellectual Property Rights.
LIMITATION OF LIABILITY
1. Nothing in these Terms shall limit or exclude our liability for:
  1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
  2. fraud or fraudulent misrepresentation;.
2. Subject to clause 7.1:
  1. we shall under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any business losses (including loss of profit, income, revenue, opportunities, anticipated savings, contracts or goodwill) or any indirect or consequential loss arising under or in connection with the Membership Agreement;
  2. we shall under no circumstances be liable to you for any loss or corruption of data, database or software; and
  3. our total liability to you in respect of all other losses arising under or in connection with the Membership Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed in any Initial Term or Subsequent Term the Fee paid by you in respect of such Initial Term or Subsequent Term.
3. This clause 7 shall survive termination of the Membership Agreement.
SUSPENSION AND TERMINATION
1. Without limiting our other rights or remedies, we shall have the right to suspend your rights under the Membership Agreement (including the licence set out in clause 6) and temporarily remove your Profile from the Website if:
  1. you are a Corporate Member and you cease to have any employees who are Full Members of the Guild;
  2. you are a Freelance Member and you cease to have an employee or sole trader who is a Full Member of the Guild;
  3. any of the events listed in clause 8.2.3 to clause 8.2.6 applies, or we reasonably believe that any such event is about to or is likely to apply.
2. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
  1. you commit a material breach of the Membership Agreement (including a material breach of the Code of Conduct) and (if such a breach is remediable) you fail to remedy that breach within 14 days of you being notified in writing of the breach;
  2. you repeatedly breach any of the terms of the Membership Agreement or the Code of Conduct in such a manner as to reasonably justify the opinion that your conduct is inconsistent with having the intention or ability to give effect to their terms;
  3. persistent, valid complaints continue to be made to us about the quality of the service provided by you and, having received notice of such complaints, you fail to improve such service;
  4. your continued membership brings us or the other members of the Guild into disrepute or there is a risk (in our reasonable opinion) of such;
  5. an Insolvency Event occurs in relation to you or your business;
  6. (if applicable) you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business; or
  7. you (being an individual) die or, by reason of illness or incapacity (whether mental or physical), become incapable of managing your own affairs or become a patient under any mental health legislation.
3. We reserve the right to discontinue operation of the Guild at any time in our sole discretion by giving you one month's written notice of such and, in such a case the Membership Agreement shall terminate with effect from the date of discontinuance of the operation of the Guild.
4. You may terminate the Membership Agreement at any time by giving us written notice of your wish to terminate. We will remove any profile from our Website within 2 Business Days of receipt of such notice.
CONSEQUENCES OF TERMINATION
1. In the event that we discontinue operation of the Guild and terminate the Membership Agreement in accordance with Clause 8.3 we will provide you with a pro rata refund of the Fee, taking into account the period of the Term that remains outstanding as at the date of discontinuance.
2. On termination of the Membership Agreement for any reason:
  1. you shall:
    1. cease to be entitled to call yourself a Junior Member, Student Member, Full Member, Corporate Member or Freelance Member (as applicable) of the Guild;
    2. immediately stop using the Seal and shall promptly (within 5 Business Days) remove the Seal from your business stationery and your website;
  2. we may immediately remove your Profile from the Website;
  3. save as set out in clause 9.1 above, you will not be entitled to a refund of any Fees paid by you;
  4. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Membership Agreement which existed at or before the date of termination or expiry; and
  5. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
GENERAL
1. Force majeure
  1. For the purposes of this Contract, "Force Majeure Event" means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service, communication or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  2. We shall not be liable to you as a result of any delay or failure to perform our obligations under the Membership Agreement (including any non-availability of our Website) as a result of a Force Majeure Event.
2. Assignment and subcontracting
  1. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Membership Agreement and may subcontract or delegate in any manner any or all of our obligations under the Membership Agreement to any third party or agent.
  2. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Membership Agreement.
3. Notices
  1. Any notice or other communication required to be given to us under or in connection with this Contract shall be in writing and shall be delivered by email to the email address displayed on the contact page on the Website or by prepaid first-class post toFirst Floor Offices, 32 Woodborough Road, Winscombe, North Somerset, BS25 1AG. Any notice or other communication required to be given to you under or in connection with the Membership Agreement shall be in writing and sent to you using such contact details as set out in your Application (or such other address or contact details as notified by you from time to time).
  2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting or if sent by email, on the next Business Day after transmission.
  3. This clause 10.3 shall not apply to the service of any proceedings or other documents in any legal action.
4. Waiver
  1. A waiver of any right under the Membership Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Membership Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  2. Unless specifically provided otherwise, rights arising under the Membership Agreement are cumulative and do not exclude rights provided by law.
5. Severance
  1. If a court or any other competent authority finds that any provision of the Membership Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Membership Agreement shall not be affected.
  2. If any invalid, unenforceable or illegal provision of the Membership Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
6. No partnership: Nothing in the Membership Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. You shall not be entitled to represent or speak on behalf of the Guild without our prior written consent.
7. Third parties: A person who is not a party to the Membership Agreement shall not have any rights under or in connection with it.
8. Variation: We may vary these Terms from time to time by providing notice of such variation to you. Subject to the foregoing, any variation, including the introduction of any additional terms and conditions, to the Membership Agreement, shall only be binding when agreed in writing and signed by us.
9. Governing law and jurisdiction: These Terms, 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 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

The Web Guild Terms of Membership

INTERPRETATION

BASIS OF MEMBERSHIP AND RENEWAL

YOUR RIGHTS

YOUR OBLIGATIONS AND CHANGE OF STATUS

FEES AND PAYMENT

INTELLECTUAL PROPERTY RIGHTS

LIMITATION OF LIABILITY

SUSPENSION AND TERMINATION

CONSEQUENCES OF TERMINATION

GENERAL

Article by Dean Woodyatt