Complete Membership Agreement

Parties

Complete Coherence Limited incorporated and registered in England with company number 05025022 whose registered office is at 1 Eastwood Court, Broadwater Road, Romsey, Hampshire, SO51 8JJ. (Complete).
[Full name of Member] of [Work or Home Address of Member]. (Member).

Contract Terms

INTERPRETATION
1. In this Agreement:
2. Words in the singular shall include the plural and vice versa.
3. A reference to one gender shall include a reference to all other genders.
4. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
5. A reference to writing or written includes email but not fax.
6. 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.
7. Any obligation in this Agreement not to do something includes an obligation not to allow or permit that thing to be done.

COMPLETE COACHING SYSTEM MEMBERSHIP SCHEME

Complete operates the Scheme in pursuit of realising its vision to deliver to coaches the ability to enable enlightened leadership in all walks of life through applied developmental knowledge.
Membership is open only to individuals who are, are training to be, or wish to be, coaches trained with and using the System. Membership is not open to incorporated or unincorporated bodies of any sort.
The Scheme is owned, and operated by, Complete. It is not a public scheme and membership is in the entire discretion of Complete. Training in or with the System does not create any right to membership. Complete may in their absolute discretion accept or decline to accept any application for membership and need not give reasons for doing so.
Membership is not transferable.
Membership does not, and is not intended to, nor shall be deemed to:
1. confer any interest in the business or assets of Complete
2. establish any partnership or joint venture between Complete and the Member or any other members;
3. constitute the Member as the agent of Complete;
4. authorise the Member to make or enter into any commitments for or on behalf of Complete nor authorise Complete to make or enter into any commitments for or on behalf of the Member;
5. authorise the Member to hold themselves out as authorised to represent or contract for Complete nor authorise Complete to hold themselves out as authorised to represent or contract for the Member.

MEMBERSHIP

There are five standard levels of membership:
1. Member;
2. Friend;
3. Companion;
4. Client Member;
5. Custom;
  Details of the membership benefits applicable to Members, Friends, Companions and Client Members are set out at Complete Coaching System Membership Benefits, as amended from time to time.
The Member represents and warrants that the information that they gave on their application form for membership, supplied in support of their application or supplied to Complete subsequently, was, when given, and remains, true and accurate in all respects. The Member undertakes to notify Complete if any of the information supplied in the application form, or any information provided subsequently, becomes untrue, inaccurate or misleading.
This Agreement is binding on the Member and his personal representatives. A reference to the Member shall include the Member’s personal representatives.

MEMBERSHIP COMMENCEMENT

Membership will commence on the date specified in the confirmation of membership issued by Complete and will continue until terminated in accordance with clause 16.

MEMBERSHIP FEES

Membership Fees are payable at the rates, and in the manner, prescribed by Complete from time to time. The Membership Fees applicable at the date of this Agreement are set out at our Membership Fees Document.
All fees due under this Agreement are exclusive of VAT, which shall, where applicable, be payable by the Member at the prevailing rate on the date of the relevant invoice.
All fees shall be paid on or by the due date set out on the invoice.

MEMBERS’ OBLIGATIONS

A member shall
1. when delivering services exercise the degree of skill, care, professional judgment, prudence, foresight and ethics which would be expected from a leading consultant/practitioner who is skilled and experienced in delivering these services;
2. comply with all applicable laws, regulations and any guidance issued by any regulatory body which is relevant to the delivery of any services by the Member;
3. obtain all licences, consents, permissions needed to operate as a coach using the System;
4. comply with the code of ethics set out at Code of Ethics Document as amended from time to time;
5. not do anything that could or might, in the sole opinion of Complete, bring into disrepute or damage the reputation of Complete, the System or other members of the Scheme;
6. ensure that all qualifications and certificates held by the Member are kept up to date and that the Member meets all continuing professional development provisions applicable to the Member:
7. ensure that in the use of all information technology it meets the cyber security standards recommended from time to time by Complete and all standards recommended by the Information Commissioner’s Office in relation to the handling of sensitive personal data.
Where the Member operates through a personal service company or is employed the Member acknowledges that this Agreement is personal to the Member. The Member has no right to transfer or share any of the rights or benefits under this Agreement to anyone else and shall ensure that:
1. where the Member uses the benefits or rights in the course of his work carried out through a personal service company or employer, that the personal service company or employer complies fully with all obligations in this Agreement relevant to that benefit or right; including the restrictions set out in clause 12;
2. the personal service company or employer are made aware that use of any of the benefits or rights is available only to the Member and cannot be used by any other person.

INTRODUCING BUSINESS

Complete acknowledges that in the course of promoting their own business some Members or their employers or personal service company may have an opportunity to introduce work to Complete, or to introduce one of their clients to Complete. The Member's attention is drawn to the provisions of clause 2.5 which apply in relation to any such introduction.
Subject to the provisions of clause 10 a Member may include references to Complete when marketing the Member's own business but a Member is not authorised to advertise or promote the business of Complete only. This Agreement is not intended to appoint any Member, their employer or personal service company as a sales agent or marketing agent of Complete.
When introducing Complete to a client as noted in clause 7.1, the Member shall ensure that no representations or warranties are made about the Complete services that are not approved by Complete in writing.
A Member making an introduction shall maintain records relating to the introduction and the involvement of the Member.
A commission will be paid to a Member or their employer or personal service company who or which are materially involved in introducing a client to Complete. Details of the commission, how it is calculated, shared and paid are set out at [HYPERLINK TO COMMISSION DETAILS].

INSURANCE AND LIABILITY

Where a Member, personally, through their employer or through a personal service company is undertaking any work for Complete, or has been introduced to any work by Complete, the Member shall ensure that they are covered by relevant insurances as set out at Membership Insurance Requirement Document as amended from time to time.

COMPLETE’S RIGHT OF AUDIT

The Member shall allow Complete, either itself or through its agents, to verify the Member’s compliance with this Membership Agreement and shall:
1. promptly provide all information requested by Complete during such process; and
2. provide access to any offices or other premises used by the Member other than the Member’s home address.

BRANDING

The Member, his personal service company or employer may use the Brand solely in relation to services to be delivered by the Member and shall at all times comply with the Brand Use Conditions set out set out at [Brand Guidelines coming soon] as amended from time to time.
A Member’s personal service company or employer has no right to use the Brand except in relation to services to be delivered directly by the Member.
All Intellectual Property in the Brand are, and shall remain, the property of Complete.

ANTI-BRIBERY COMPLIANCE AND ANTI-FACILITATION OF TAX EVASION

The Member shall, whilst a Member,
1. omply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3. immediately notify Complete (in writing) if a foreign public official becomes an officer or employee of the Member or acquires a direct or indirect interest in the Member or any incorporated body for which the Member works and the Member warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement.
The Member shall not engage in any activity, practice or conduct which would constitute either:
1. a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or
2. a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017;
3. notify Complete in writing if it becomes aware of, or has reason to believe that it has received, a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017.

RESTRICTIVE COVENANTS

The Member agrees that he will not use any Licensed IPR:
1. without purchasing the relevant licence to use from Complete;
2. for which he has not been trained;
3. which is not made available to him by Complete.
The Member agrees that he will not develop or create any Derivative Works of any sort or copy or use in any form any of the look and feel of the Content and the house style of Complete.
The Member acknowledges that he cannot authorise any other person to use the Licensed IPR or do anything that the Member is restricted from doing by this Agreement.

SOLICITING PERSONNEL

A member shall not, without the prior written consent of Complete, employ or solicit the employment of, or permit any Associate to employ or solicit the employment of, any person who is employed by, or contracted to, Complete in the course of developing, supplying, maintaining or supporting the Licensed IPR or any part of it or in the provision of any services by Complete to its customers/clients.

DATA PROTECTION

Complete will collect and process information relating to the Member in accordance with the privacy notices set out here: Privacy Notice App, Privacy Notice, as amended from time to time.
Unless otherwise notified by a Member to Complete in writing the Member agrees that Complete may publish the Member’s name and other details (including, inter alia, email address, website, areas of practice and levels of certification) in its list of members and such other lists or databases as may be published by Complete and in any other publicity issued by Complete.

SUSPENSION OF MEMBERSHIP

Complete may suspend the membership of the Member if the Member:
1. commits any breach or non-observance of any of the provisions of this Agreement;
2. fails to pay any fees due under clause 5 within 30 days of the due date.
If the Member is suspended:
1. all licences and certifications issued to the Member under the Scheme shall be suspended whilst the Member is suspended.
2. the Member shall not be entitled to receive any notices or other information issued to Members;
3. the Member shall not be entitled to take part in any meetings or other benefits of membership.

TERMINATION

Subject to clause 17, the Member may terminate his membership at any time by giving thirty (30) days’ notice in writing to Complete.
Complete may give the Member thirty (30) days’ notice in writing at any time to terminate the membership of the Member.
Complete may terminate the membership of the Member if the Member:
1. commits any serious or repeated breach or non-observance of any of the provisions of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
2. repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
3. breaches the terms of any Content Licence granted to the Member by Complete;
4. fails to pay any fees due under clause 5 within 30 days of the due date and remains in default for more than 14 days after being notified in writing to make such payment;
5. dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005 in respect of the member;
6. suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent, bankrupt, unable to pay its debts as they fall due for payment, or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
7. commences negotiations with all or any class of his creditors with a view to rescheduling any of his debts, or enters into any composition or arrangement with his creditors generally;
8. applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
9. is the subject of a bankruptcy petition or order;
10. is subject to a creditor or encumbrancer of the member attaching or taking possession of, or levying or enforcing a distress, execution, sequestration or other such process on or against, the whole or any part of the member’s assets and such attachment or process is not discharged within fourteen (14) days;
11. suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business as a coach;
12. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
13. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.3.5 to 16.3.12 (inclusive).

EFFECTS OF TERMINATION

Where a member gives notice to terminate their membership there will be no rebate of the unexpired portion of membership fees.
Where a membership is terminated by Complete under clause 16.2, Complete will repay to the Member a sum equal to the unexpired portion of the membership fees paid for that year of membership.
Following termination of Membership for any reason, the former member shall:
1. not do anything that may indicate any relationship between the former member and Complete;
2. immediately stop using the Licensed IPR unless expressly authorised in writing by Complete to use the Licensed IPR after the Termination Date;
3. return any hard copy materials provided to the Member by Complete on loan;
4. delete from all devices and storage any data or information relating to the Licensed IPR or Complete or which was obtained from Complete or another Member during his membership and which relates to Complete, any other member or any client of Complete;
5. immediately stop using any email or other contact address provided by Complete for the use of the Member;
6. return (at his own expense and in good working order and condition) all items of equipment held on loan or hire from Complete and until they have been returned or repossessed, the former member shall be solely responsible for the safe keeping, supervision, custody and insurance of them.

CONFIDENTIALITY

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the Membership Commencement Date, including but not limited to:
1. the terms of this Agreement or any agreement entered into in connection with this Agreement;
2. any information that would be regarded as confidential by a reasonable business person relating to:
  1. the business, assets, affairs, customers, clients, suppliers, plans , intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
  2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
The provisions of this clause shall not apply to any Confidential Information that:
1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;.
3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;.
4. the parties agree in writing is not confidential or may be disclosed; or.
5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 18.
A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.6, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
On termination or expiry of this Agreement, each party shall:
1. save where required by law to retain them, destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
The provisions of this clause 18 shall continue to apply after termination of this Agreement.

MEMBERSHIP AND EXISTING AND FUTURE BUSINESS

Nothing in this Agreement shall restrict either party's right to continue to conduct its business activities or arrangements that existed on the Commencement Date or that otherwise come into being outside the scope of this Agreement.

MEMBERSHIP NOT ASSIGNABLE

Membership is personal to the Member who cannot sell, assign or seek to transfer the membership or any interest in it.

NOTICES

Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in this Agreement or as otherwise notified in writing to the other party; or
2. sent by email to such email address as is notified from time to time by the party to be served.
Unless proven otherwise, any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the address given in this Agreement or given to the addressee;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
3. if sent by email, at the time of transmission.
If deemed receipt under clause 21.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 21.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

FORCE MAJEURE

Subject to due compliance with clause 22.2 neither party shall be liable for any delay in meeting, or failure to meet, its obligations under this Agreement due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, strike, lock-out or labour dispute or apprehension thereof (whether or not the settlement of the matter is at the discretion of the party in question).
In the event of either party being so delayed or prevented from performing its obligations, such party shall:
1. give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
2. use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and
3. resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

GENERAL

Third Party Rights – No-one other than the Member or Complete shall have any right to enforce any of its terms.
Variation – No variation of this Agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver – A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not (i) waive that or any other right or remedy; (ii) prevent or restrict the further exercise of that or any other right or remedy.

GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).