(1) The Corporate Member is such organisation, corporate entity or professional person with a profile on the Advisors Directory or Corporate Directory on Family Bhive (the "Corporate Member")
(2) Family Bhive Limited, a company registered in England under registration no. 05976637 (the "Company"), each a “Party” and together the “Parties”.
1.1 Family Bhive is a digital platform for ultra-high net worth individuals and the industries and people which serve them who have a profile online ("Corporate Members").
1.2 The Corporate Member is in business as a provider of products and/or services to the ultra-high net worth community or in business to facilitate investments or projects between or for UHNW individuals or any organisation or entity to which they are connected.
1.3 The Corporate Member accepts that by having a profile online it agrees to these terms and conditions and that it is entering into a contract with the Company.
1.4 This Agreement may change from time to time in accordance with Clause 14 below.
2.1 "Aims and Objectives of the Company" are to facilitate connecting UHNW individuals whether UHNW Individual Members or not to each other and to Corporate Members, to promote the news, views, products and services of our Corporate Members to their Network using the functionality on the digital platform, to other Corporate Members and to UHNW individuals whether UHNW Individual Members of Family Bhive or not.
2.2 "Amber Member" is an individual member who has had his or her Net Wealth verified by a Professional to be in excess of £5m but less than £20m.
2.3 “Amplified Advisor Profile” means the micro site of an Advisor where he or she can promote their news, views and case studies which will feature on the Homepage and to use the digital functionality to ‘like’, ‘share’, and ‘follow’ to share their content with their Network.
2.4 "Annual Fee" means the membership fee payable by the Corporate Member as set out in Clause 6 below.
2.5 "Corporate Member" is defined above.
2.6 “Corporate Member’s Directory Profile” means an entry in the Corporate Member’s Directory which includes the ability to post content on their profile which will feature on the Homepage.
2.7 "Corporate Member's Profile" means the profile which the Corporate Member has agreed to use to promote its services and products, whether a Premium Advisor Profile, an Amplified Advisors Profile or a Corporate Member’s Directory Profile to be featured in the Corporate Members’ Directory.
2.8 “Engagement Terms for UHNW Investor Channel” are the terms of engagement of any Corporate Member which is in business to promote or facilitate the making of investments or projects through the UHNW Investor Channel. The terms need to be agreed before our UHNW Individual Members are permitted entry to the UHNW Investor Channel. At no time will the Company engage in arranging investments and the terms of this document shall be included in this agreement.
2.9 "Family Bhive" means the digital platform for Individual Members where Corporate Members can promote their services and products to each other, to UHNW individuals, to our UHNW Individual Members and with their Network using the social media functionality on the Amplified Advisors Profile with the URL "www.familybhive.com".
2.10 "Homepage" means the homepage where news, views, services and products of Corporate Members will feature which can be filtered by a Corporate Member or Individual Member to the Corporate Members which they are ‘following’ or their preferences.
2.11 “Introducer’s Fee” means the fee as set out in Clause 7 payable by any Investor or Corporate Member for a successful Investment or Project through a Personal Introduction made by the Company, the founder, or any employee of the Company to any UHNW individuals or UHNW Individual Members or any other person or organization to whom they are connected.
2.12 "Jade Member" is a member who has had his or her Net Wealth verified by a Professional to be in excess of £20m but less than £100m.
2.13 "Jet Member" is a member who has had his or her Net Wealth verified by a Professional to be in excess of £100m.
2.14 "Net Wealth" is the value of an Individual Member’s net estate including the value of the Member’s spouse's estate and the value of any trust or foundation set up by the Member, or of the Member as the primary beneficiary or that part of the trust fund to which the Member is a primary beneficiary after deducting any debts, loans, guarantees or obligations.
2.15 “Network” is the personal contact details of an advisor uploaded onto an Amplified Advisor Profile which can include the contact details of other professional contacts, business colleagues and clients.
2.16 "Packages" means the profile or profiles which the Corporate Member wants to promote its business, whether Premium Advisor Profile, Amplified Advisor Profile and or Corporate Member’s Directory Profile.
2.17 “Premium Advisors Profile” is an entry in the Advisors Directory.
2.18 “Professional” means a lawyer, accountant, private banker or investment manager in business with a recognised and established institution.
2.19 "Term" means the term of this Agreement as agreed and any subsequent renewal period.
2.20 “UHNW Individual Members” are individuals who have had their Net Wealth verified as qualifying to be an Amber Member, Jade Member or Jet Member.
3.1 This Agreement shall commence on the date when the annual fee is paid or when a profile goes live whichever is the earlier and shall continue for as long as the profile remains on the platform or the annual fee is paid unless terminated earlier in accordance with these terms and conditions and shall automatically renew unless terminated by the Corporate Member serving one month’s written notice of the termination date.
3.2 The Corporate Member shall serve one (1) month’s notice in writing on the Company if it intends to terminate this Agreement unless otherwise agreed.
3.3 The Company reserves the right to terminate the membership of any Corporate Member without reason upon reasonable notice.
3.4 Corporate Members whose membership has been terminated in accordance with Clause 3.3 above may not reapply as a Corporate Member without the prior consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned.
3.5 In the event of termination, the Company shall:
3.5.1 if terminated in accordance with 3.3 only, refund to the Corporate Member the Annual Fee in proportion to the number of whole months then remaining in the relevant Term;
3.5.2 cease to use the Corporate Member's Mark or refer to the Corporate Member on the Family Bhive digital platform or in any other materials it may publish or distribute; and
3.5.3 return to the Corporate Member all of the property of the Corporate member in its possession or control.
3.6 Expiry or termination of this Agreement shall be without prejudice to any rights which have accrued to either of the Parties under this Agreement.
3.7 The provisions of Clauses 1, 2, 3, 7, 9, 12, 17 and 19 shall survive termination or expiry of this Agreement.
4.1 In consideration of payment of the Annual Fee and/or Agreement to pay the Introducer’s Fee in accordance with the Engagement Terms of the UHNW Investor Channel, the Company will provide the Corporate Member with such Corporate Member Profile whether Amplified, Premium or Corporate as agreed.
4.2 In rendering its obligations under this Agreement, without limiting other applicable performance warranties the Company represents, warrants and undertakes to the Corporate Member as follows:
4.2.1 the Company is correctly incorporated or otherwise established in the territory of its incorporation, is not subject to any insolvency or analogous event and is qualified to carry on the business through which it is providing Family Bhive;
4.2.2 the Company shall secure or has secured all authorisations, permissions, licences, regulatory approvals, registrations and consents required to provide Family Bhive including, without limitation, registration with the appropriate taxing authorities for remittance of taxes;
4.2.3 it shall perform all its obligations under this Agreement with all due skill and care and in a timely and professional manner;
4.2.4 it shall use best endeavours to ensure no Individual Member or any third party Corporate Members post any information on Family Bhive which is offensive, threatening, abusive, discriminatory, obscene, pornographic, false, libellous, defamatory, unreliable, misleading or likely to damage the reputation of the Corporate Member;
4.2.5 all software used in the provision of Family Bhive will be currently supported versions, defect and error free in all material respects and will perform in accordance with its specifications;
4.2.6 it shall ensure that the provision and use of Family Bhive by the Corporate Member do not and shall not infringe the intellectual property rights of any third party;
4.2.7 it shall use its best endeavours to ensure that the Corporate Member's Profile, is made available to other Corporate Members and to any Individual Members according to the Agreement and type of Corporate Member Profile.
4.2.8 it shall monitor Family Bhive during working hours on an hourly basis and promptly shall remove: (i) any non-compliant materials posted to Family Bhive; and (ii) any links from Family Bhive to non-compliant materials; and
4.2.9 it shall notify the Corporate Member immediately in the event it becomes aware of any infringement or potential infringement of the intellectual property rights or any other rights of the Corporate Member or its Affiliates.
5.1 The Corporate Member shall provide to the Company a Corporate Member’s Profile as agreed and in the format prescribed by the Company for publication by the Company in the Corporate Directory and the Advisor Directory as relevant.
5.2 The Corporate Member may make available on its Corporate Member’s Profile its marketing material in the format prescribed by the Company. Such marketing materials can be from existing published material of the Corporate Member or written specifically for the Corporate Member’s Profile.
5.3 The Corporate Member shall encourage its Amplified Advisors to promote their case studies and thought leadership pieces on a monthly basis to their Amplified Advisors Profile and to share their material with their Network to attract followers and referral and repeat business, it shall also encourage all Premium Advisors to have an up to date and relevant profile.
6.1 The Annual Fee shall be the price agreed for the Corporate Member’s Profiles and shall be payable immediately and thereafter annually by every Corporate Member with a Corporate Member’s Profile, unless otherwise agreed. The fee for a Corporate Member’s Directory Profile which includes one Amplified Advisors Profile, shall be £4,500 per annum, the price for a standalone Amplified Advisor Profile shall be £2,400 per annum and for a Premium Advisor Profile £300.
6.2 The Company reserves the right to increase the amount of the Annual Fee to all Corporate Members no more than once in any twelve (12) months period.
6.3 The Company shall give one calendar months’ notice of any increase in the Annual Fee and the changes shall take effect on the expiry date of the notice.
7.1 A Corporate Member with an investment to promote may promote the investment type on the UHNW Investor Channel and the Company shall promote it to its UHNW Individual Members in its Inner Sanctum newsletter. The investment promotion will not be sufficiently detailed to identify the investment or project, but shall be used as a teaser. The Corporate Member agrees to the Engagement Terms of the UHNW Investor Channel and the Introducer’s Fee in this Clause .
7.2 The Company from time to time facilitates the meeting of UHNW individuals and UHNW Individual Members in a suitable venue. Where a Corporate Member meets an UHNW individual, an UHNW Individual Member or any other third party as a result of such facilitation or personal introduction by the Company, the founder or any employee ( a “Personal Introduction”) and an Investment is made or Project entered into by such UHNW individual, an UHNW Individual Member, third party or a person to whom they are connected (the “Investor”) the following Introducer’s Fee shall be payable by the Corporate Member to the Company.
7.3 For the purposes of this Clause an "Investment" or “Project” shall mean any form of investment; direct, debt, pooled, real estate and alternative and shall include a project for which there is no defined legal form at the present time and a project for which there will be an exchange of monies for a defined purpose, outcome or obligation.
7.4 For the purposes of this Clause, "Commission" shall mean the fee paid to the Corporate Member for the aggregate of the following amounts received by or on behalf of the Corporate Member or any of its agents, affiliates, intermediaries or connected persons arising from or in connection with the acquisition of the Investment or Project or any part of the Investment or Project;
(a) the total gross investment consideration or project financing whether in cash or otherwise, exclusive of sales tax;
(b) any special payment received, for example by way of any pre-sale dividend;
(c) any deferred or contingent consideration actually received;
(d) the fair value of any securities or other non-cash consideration; and
(e) any financial debt taken on or rolled over by either party at the time of completion (such as overdraft facilities and any finance leases).
7.5 For the purposes of this Clause
(a) not only an exchange of property for money or money’s worth, but also in the context of an investment (for example where financial participation in an Investment or project is in exchange for another Investment, for example shares or securities issued in that project) the issuance of shares or other securities by either party;
(b) the sale of the whole or a part of an Investment or the creation of an additional or new part of an existing Investment and transfer of the same to either party as an Investor.
7.6 Upon payment of Commission to the Corporate Member at any time in the process of realizing the Investment, on the transfer of the Investment whether direct or indirect transfer, sale, assignment, conveyance, disposal of (or of any interest in), granting of an option over or creation of any security interest over all or any part of an Investment or at any time during a Project a fee for the Introduction (the “Introducer’s Fee") shall be payable to the Company, unless otherwise agreed by the Company in writing:
(a) for pooled investments and direct investments other than real estate, the Introducer’s Fee payable to the Company shall be 20% of the Commission (as defined at paragraph 7.4) plus any third party charges (to be stated exclusive of Investments tax) payable to the Corporate Member on any Investments promoted or on a personal introduction on any Investment or Project the parties enter into,
(b) for direct investments in real estate, the Introducer’s Fee payable to the Company shall be 50% of the Commission (as defined at paragraph 7.4) plus any third party charges (to be stated exclusive of Investments tax) payable to the Corporate Member;
(c) for the financing of a Project whether to create an Investment or for a defined purpose, outcome or obligation 20% of the Commission received by the Corporate Partner, and
(d) for co-investment the Introducer’s Fee shall be as set out in 7.12
7.7 The Introducer’s Fee shall be payable as follows:
(a) on an Investment or Project where the Investor pays the Corporate Member Commission, 50% of the Introducer’s Fee shall be payable by the Investor and 50% shall be payable by the Corporate Member;
(b) in the event of non-payment by the Investor or the Corporate Member of their share of the Introducer’s Fee the other party shall be jointly and severally liable to the Company on demand for this amount in addition to its share of the Introducer’s Fee, as set out in 7.3.
(c) on an Investment or Project where the Corporate Member receives commission from a third party 100% of the Introducer’s Fee shall by paid by the Corporate Member to the Company
7.8 In respect of clause 7.7 (a) where it refers to the joint and several liability of the Corporate Member and the UHNW Member to pay the Introducer’s Fee in the proportion of 50% each, with the prior agreement of the Company, it shall be possible for one or other party to assume a greater or lesser proportion of that liability provided always that the other party shall make up the balance of the total liability payable to the Company. Nothing in this clause shall disapply the effect of clause 7.7 (b) where it refers to non-payment of the Introducer’s Fee by either the Corporate Member or the UHNW Member.
7.9 The Introducer’s Fee shall be payable in cash in pounds sterling within 3 days of the receipt of any Commission by the Corporate Member or on the payment of the Investment ("Payment Date") whichever is the earliest of the two dates and shall be payable by same day transfer to the Company's bank account.
7.10 The Corporate Member and Investor shall provide the Company with a copy of any documentation effecting the Investment or Project on or before the Payment Date or receipt of any Commission and if any documentation is the subject of a Non Disclosure Agreement or Privacy restrictions surviving beyond the Investment or Project such documentation as may reveal the Commission, Investment made or Project entered into which discloses the financial terms of the Agreement but not the details which may be confidential.
7.11 If any part of the Commission is received in a currency other than pounds sterling then for the purposes of calculating the Introducer’s Fee that part of the Commission shall be converted into pounds sterling using the closing mid-point rate for exchanges between those currencies quoted in the Financial Times (London edition) on the business day prior to the Payment Date
7.12 Where a UHNW Member co-invests with a Corporate Member the Introducer’s Fee to The Company shall be 1.5% on any property backed or related Investment, and 5% on private equity or such other arrangement as shall be agreed in writing.
7.13 Where a Corporate Member receives Commission as a result of a Personal Introduction and an Investment is made or a Project entered with an Investor the Corporate Member shall notify the Company immediately.
7.14 The Company is not a financial services provider and acts only as an introducer and not an arranger of Investments or Projects and Clause 10 in the Engagement Terms of the UHNW Investor Channel shall apply to Investment and Projects online as well as by Personal Introductions.
7.15 Where a Personal Introduction has been made by the Company and the terms of this Agreement are changed after the Introduction, but before an Investment is made or a Project entered into, the terms of the amended agreement shall apply to the Introducer’s Fee
8.1 The Corporate Member confirms that it has suitable services and/or products for the ultra-high net worth community or the organizations to which they are connected.
8.2 A Corporate Member may have more than one Corporate Member’s Profiles, for different jurisdictions or departments, to encourage cross referral of business across its organisation
8.3 An Amplified Advisor shall have only one Amplified Advisor’s Profile although they can be featured on more than one Corporate Member’s Profiles as appropriate.
9.1 The Company undertakes not to divulge or use any contact details of any Corporate Member, correspondence, pictures, notices, opinions or any other information provided by the Corporate Member other than for publication on Family Bhive to any other third party without the prior consent of such Corporate Member.
9.2 For the purposes of this Clause, the term "Confidential Information" shall mean this Agreement and all proprietary information, data, trade secrets, business information and other information of any kind whatsoever which: (a) a Party ("Discloser") discloses, in writing, orally or visually, to the other Party ("Recipient") or to which Recipient obtains access in connection with the negotiation and performance of this Agreement; and (b) which relates to: (i) the Discloser; (ii) in the case of Corporate Member, its Affiliates, customers and employees, or (iii) third-party vendors or licensors who have made confidential or proprietary information available to the Corporate Member. Confidential Information shall include Customer Information, as described below.
9.3 The Company acknowledges that the Corporate Member has a responsibility to its customers to keep information about its customers and their accounts (“Customer Information”) strictly confidential. In addition to the other requirements set forth in this Clause regarding Confidential Information, Customer Information shall also be subject to the additional restrictions set forth in this Clause. The Company shall not disclose or use Customer Information other than to carry out the purposes for which the Corporate Member disclosed such Customer Information to the Company. The Company shall not disclose any Customer Information other than on a “need to know” basis and then only to: (a) 50% owned affiliates of the Corporate Member; (b) its employees or officers; (c) 50% owned affiliates of the Company provided that such Affiliates shall be restricted in use and disclosure of the Customer Information to the same extent as the Company; (d) to carefully selected subcontractors of the Company provided that such subcontractors shall have entered into a confidentiality agreement no less restrictive than the terms hereof; (e) to independent contractors, agents, and consultants hired or engaged by the Corporate Member, provided that all such persons are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this Section. The restrictions set forth herein shall apply during the Term and after the termination of this Agreement.
9.4 Each of the Parties, as Recipient, hereby agrees on behalf of itself and its employees, officers, 50% owned affiliates and subcontractors that Confidential Information will not be disclosed or made available to any person for any reason whatsoever, other than on a "need to know basis" and then only to: (a) its employees and officers; (b) subcontractors and other third parties specifically permitted under this Agreement, provided that all such persons are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this Clause ; and (c) as required by law or as otherwise permitted by this Agreement, either during the term of this Agreement or after the termination of this Agreement. Prior to any disclosure of Confidential Information as required by law, the Recipient shall: (i) notify the Discloser of any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated; and (ii) cooperate with the Discloser's reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in this Clause shall require any notice or other action by the Corporate Member in connection with requests or demands for Confidential Information by its regulators.
9.5 The Company shall not contact any person in the Network of any Corporate Member who has an Amplified Advisor’s Profile and uploaded the contact details of their Network to share their content using the social media functionality on their Amplified Advisor’s Profile, neither shall the Company make available or disclose to any person for any reason whatsoever and such contacts or contact details and this information shall come within the definition of Confidential Information above
9.6 Upon the termination or expiration of this Agreement, or at any time upon the request of the Corporate Member, the Company shall return all Confidential Information, including Customer Information, in the possession of the Company or in the possession of any third party over which the Company has or may exercise control.
9.7 With the exception of the obligations relating to Customer Information the obligations of confidentiality in this Clause shall not apply to any information which a Party rightfully has in its possession when disclosed to it by the other Party, information which a Party independently develops, information which is or becomes known to the public other than by breach of this Clause or information rightfully received by a Party from a third party without the obligation of confidentiality.
9.8 Neither Party shall issue any media releases, public announcements and public disclosures, relating to this Agreement, including circumstances surrounding its termination or expiry, or use the name or logo of the other Party other than as set out in this Agreement without the agreement of the other Party, including, without limitation, promotional or marketing material, but not including any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the releasing Party. Without prejudice to the generality of the foregoing and for the avoidance of doubt, nothing in this Agreement shall prevent the Company from identifying the Corporate Member as a member of the Family Bhive during the Term of this Agreement.
9.9 Upon termination or expiration of this Agreement, or at the Corporate Member’s request at any time during the Term of this Agreement, the Company shall return to the Corporate Member, within five (5) working days of such request, a copy of all Confidential Information then stored or held by the Company, including archival or history files in a format reasonably satisfactory to the Corporate Member. Subject to the foregoing, within ten (10) working days after termination or expiration of this Agreement, the Company shall return to the Corporate Member or, with the Corporate Member’s prior written consent, shall destroy all Confidential Information in the possession or under the direct or indirect control of the Company and certify in writing to the Corporate Member that all such Confidential Information has been destroyed.
10.1 The Corporate Member undertakes to provide honest and accurate information concerning its business to the Company and on its Corporate Member's Profile.
10.2 The Corporate Member is responsible for everything which it does on or through Family Bhive.
10.3 The Corporate Member undertakes not to use Family Bhive to abuse, discriminate, threaten, harass or communicate offensive messages or images to another Individual Member or other Corporate Members.
10.4 The Corporate Member hereby grants the Company a non-transferable, non-exclusive, royalty-free, limited licence to use the Corporate Member's Mark during the Term in order to advertise and promote the Corporate Member's affiliation with the Company on Family Bhive. Any further use of the Corporate Member's Mark or name in any other forms of media requires the prior written consent of the Corporate Member.
10.5 The Corporate Member's Mark and name is the property of the Corporate Member and shall be used only in its entirety and in the exact form, style and type prescribed by the Corporate Member. The Corporate Member's Mark is and shall remain the exclusive property of the Corporate Member. The Company shall not obtain or attempt to obtain any right, title, or interest in or to the Corporate Member's Mark.
11.1 Each Party represents and warrants the following:
11.1.1 the Party's execution, delivery and performance of this Agreement: (i) have been authorised by all necessary corporate action; (ii) do not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any material agreement to which the Party or any of its assets may be subject; and (iii) are not subject to the consent or approval of any third party;
11.1.2 this Agreement is the valid and binding obligation of that Party, enforceable against such Party in accordance with its terms; and
11.1.3 such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party's performance of its obligations under this Agreement.
12.1 The Company is not responsible for the accuracy of the financial circumstances of any Individual Member, or any material posted on the Corporate Member Profiles.
12.2 The Company is not responsible for the divulgence of any information by a Corporate Member in breach of Clause 9.4 above.
12.3 The Members of Family Bhive use Family Bhive entirely at their own risk.
12.4 To the extent that the law permits, the Corporate Member releases the Company and its directors, contractors and employees from all liability (including in relation to disputes with other Individual Members and/or Corporate Members) arising out of any use of Family Bhive and the material on Family Bhive.
12.5 The Corporate Member must ensure that any information it places on its Corporate Member's Profile is material:
12.5.1 which it is entitled to disclose;
12.5.2 which the Company can publish in accordance with the terms and conditions of this Agreement;
12.5.3 which is non-exclusive, royalty free, and not subject to a non-terminable licence to copy, modify, distribute, show in public and creative derivative works from that material in any form, anywhere in accordance with the terms and conditions of this Agreement; and
12.5.4 which the Company is authorised to adapt for the purposes of promotion.
12.6 The Company will not be liable to the Corporate Member for any loss not reasonably foreseeable by the Company when the Agreement commences, or for any indirect or consequential loss or damage, including loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Agreement or otherwise). Neither Party shall be liable for any failure to perform its obligations under the Agreement caused by matters beyond its reasonable control.
12.7 Subject to Clause 12.8 and without limiting the provisions of Clause 12.6 the aggregate liability of each Party under this Agreement (whether arising in negligence or otherwise) will not under any circumstances exceed an amount equal to:
12.7.1 the Annual Fee, at the time the liability arises; or
12.7.2 the sums paid by the Corporate Member under this Agreement during the period prior to the date when the liability arose, whichever is greater.
12.8 Nothing in this Agreement limits either Party’s liability for death or personal injury resulting from its negligence, or any other liability which may not by law be excluded. Any statutory rights the Members, spouses or the Corporate Member may have as a consumer remain unaffected.
13.1 The Company reserves the right to assign this Agreement and to assign or subcontract any or all of its rights and obligations under this Agreement.
13.2 The Corporate Member may not without the written consent of the Company assign or dispose of this Agreement save that the Corporate Member may assign any of its rights and obligations under this Agreement to any of its Affiliates, the surviving corporation with or into which the Corporate Member or such assignee may merge or consolidate or an entity to which the Corporate Member or such assignee transfers all, or substantially all, of its business and assets.
14.2 The Terms and Conditions of this Agreement replace all earlier agreements and understandings with the Corporate Member, except for any fraud or fraudulent representation by either Party.
14.3 Subject to Clause 13.2, a person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
15.1 The Company reserves the right to amend, vary or change any of the terms and conditions of this Agreement with the Corporate Members from time to time.
15.2 The Company will notify all Corporate Members, of the amendment, variation or change of any of the terms and conditions of this Agreement on the Homepage and post the new terms and conditions of this Agreement there.
15.3 This Agreement and any new version of it in the future shall subject to 15.4 take immediate effect
15.4 If the Corporate Member serves notice on the Company of his/her objection to the amendments variation or changes to this Agreement within fourteen days of the new Agreement taking effect they can be bound by the previous Terms and Conditions until:
15.4.1 the termination of this Agreement; or
15.4.2 fourteen days after the date when the new version is posted.
16.1 In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision the remainder of this Agreement shall remain valid and enforceable.
17.1 If any dispute arises in connection with this Agreement, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
18.1 The Parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the Parties under this Agreement shall be deemed to create an agency, partnership, employment or joint venture relationship between the Parties or any of their Affiliates, subcontractors or representatives for any purpose.
19.1 This Agreement and all matters or disputes arising from or connected with it, whether such matters are contractual or non-contractual in nature (such as claims in tort, for breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the laws of England and Wales.