BY SIGNING AND RETURNING THE MEMBERSHIP SUBSCRIPTION FORM, WHETHER ONLINE, BY EMAIL, OR IN HARD COPY, THE APPLICANT ACKNOWLEDGES THAT IT IS MAKING AN OFFER TO ENTER INTO A MEMBERSHIP CONTRACT WITH THE CHAMBER ON THESE TERMS AND CONDITIONS. A CONTRACT SHALL ONLY BE FORMED WHEN THE CHAMBER CONFIRMS ACCEPTANCE OF THAT OFFER IN WRITING. IF AN APPLICANT DOES NOT ACCEPT THESE CONDITIONS, IT MUST NOT PROCEED WITH A MEMBERSHIP APPLICATION OR RENEWAL.

 

1. Interpretation

The following definitions and rules of interpretation apply in this Contract.

• Definitions:

Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Chamber	North East Chamber of Commerce incorporated and registered in England and Wales with company number 02938084 whose registered office is at Aykley Heads Business Centre, Aykley Heads, Durham, DH1 5TS.
Chamber Materials	all documents, templates, presentations, guides, digital resources or other materials provided by the Chamber to the Member as part of the Membership Services.
Commencement Date	the date on which the Chamber confirms in writing its acceptance of the Member’s application for membership.
Conditions	the terms and conditions set out in this document as amended from time to time in accordance with clause 14.7.
Control	has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Data Protection Legislation	all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
Initial Term	has the meaning given in clause 3.
Intellectual Property Rights	patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Member	any business or organisation whose membership application has been accepted by the Chamber and whose membership remains valid in accordance with these Conditions, including where Membership Fees are fully paid and up to date, or where a complimentary membership has been granted by the Chamber.
Member Equipment	any materials, items, or equipment provided by the Member to the Chamber for use in connection with the Membership Services.
Membership Fees	the fees payable by the Member for the Membership Services as described in these Conditions and applicable to their selected tier.
Membership Services	the services, support, resources and benefits provided by the Chamber to the Member under these Conditions as set out in Schedule 1.
Membership Subscription Form	the form (whether completed online, by email, or in hard copy), including the applicable Membership Schedule, used by the applicant to submit an offer to become a Member of the Chamber under these Conditions, containing relevant contact, billing, and company information.
Renewal Term	has the meaning given in clause 3.
Term	the Initial Term and any Renewal Term.

• Clause, Schedule and paragraph headings do not affect the interpretation of these Conditions.
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• The Schedules form part of this Contract and have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the Schedules.
• A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
• Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
• These Conditions are binding on, and ensures to the benefit of, the parties to this Contract and their respective personal representatives, successors and permitted assigns, and references to any party include that party’s personal representatives, successors and permitted assigns.
• A reference to legislation or a legislative provision:
  • is a reference to it as amended, extended or re-enacted from time to time; and
  • includes all subordinate legislation made from time to time under that legislation or legislative provision.
• A reference to writing or written includes email.
• Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
• A reference to these Conditions or to any other contract or document is a reference to these Conditions or that other contract or document, in each case as varied from time to time.
• References to clauses and Schedules are to the clauses and Schedules of these Conditions and references to paragraphs are to paragraphs of the relevant Schedule.
• Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Membership
   • These Conditions apply to all businesses or organisations who membership applications have been accepted by the Chamber. By applying for or renewing membership of the Chamber, the Member agrees to be bound by these terms and conditions.
   • The Chamber shall provide the Membership Services to the Member in accordance with these Conditions and the Member’s applicable tier detailed in Schedule 1.
   • These Conditions apply to the exclusion of any other terms the Member seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   • Membership is only available to registered, trading businesses that are primarily located or operating in North East England and who comply with applicable laws and regulations. The Chamber may, at its sole discretion, accept membership applications from businesses located outside the region.
   • The Member must ensure that all information provided as part of its application is accurate and up to date.
3. Commencement and Duration

This Contract shall commence on the Commencement Date and shall continue for an initial term of 12 months (Initial Term) and renew automatically for successive 12-month periods (each a Renewal Term) unless either party gives not less than 45 days’ written notice before the end of the current term.

4. Chamber’s Responsibilities
   • The Chamber shall use reasonable endeavours to provide the Membership Services to the Member in accordance with these Conditions.
   • The Chamber shall perform the Membership Services with reasonable skill and care.
   • The Chamber shall use reasonable endeavours to meet any performance dates specified in these Conditions but these dates are estimates only. Time is not of the essence for the performance of any of the Chamber’s obligations in these Conditions.
   • The Chamber does not guarantee any specific outcome, commercial opportunity or level of engagement resulting from Membership Services.
   • Any advice or support provided by the Chamber, its personnel, or its agents or representatives, is for general guidance only and should not be relied upon as professional or legal advice.
   • From time to time, the Chamber may offer Members additional services on a time-limited or project basis. These services may be chargeable and will be subject to separate contractual agreements.
   • As part of the Membership Services, the Member may be entitled to attend events, workshops or similar activities hosted or facilitated by the Chamber. The Chamber reserves the right to cancel, postpone or reschedule any such events at its discretion. The Chamber shall not be liable for any loss, cost or expense incurred by the Member in connection with a cancellation, postponement or delay of any event.
5. Member’s Obligations
   • The Member shall:
     • ensure that all information provided in the Membership Subscription Form and any other documents or forms sent to the Chamber are complete and accurate;
     • comply with the Code of Conduct set out in Chamber code of Conduct;
     • ensure that the Chamber has up-to-date contact information for at least one representative of the Member;
     • acknowledge and accept that any dealings with other Members or third-party providers are entirely at their own risk and that the Chamber accepts no liability for the quality or outcome of such interactions;
     • not use NECC branding, logos, or trademarks without prior written approval; or
     • ensure that any advertising or promotional activity carried out in connection with Chamber membership complies with the UK Advertising Standards Authority (ASA) rules and other applicable regulations. Members must avoid misleading claims and ensure accuracy in content published via Chamber channels.

6. Membership Fees and Payment
   • The Member shall pay the Membership Fees annually in advance, either:
     • in full by BACS transfer or such other method as may be accepted at the Chamber’s discretion; or
     • by way of monthly instalments under a direct debit arrangement agreed with the Chamber.
   • The Chamber shall invoice the Member for each respective Term payable in accordance with clause 1. Payment of invoices are due within 30 days of the date of the invoice, unless a direct debit arrangement is in place.
   • If any payment is not made within 30 days of the due date, the Chamber may suspend Membership Services until payment is received in accordance with clause 4.1.
   • The Chamber reserves the right to increase the Membership Fees on an annual basis with effect from each anniversary of the Commencement Date. The Chamber shall give the Member not less than 90 days’ prior written notice of any such increase. If the Member does not accept the revised Membership Fees, it may terminate the Contract in accordance with clause 11.
   • The Chamber may, at its sole discretion, offer time-limited discounts or promotional rates. Unless stated otherwise, such discounts shall apply only for the initial year of membership and not to any Renewal Term. Charities, educational institutions and not-for-profit entities may be eligible for discounted membership fees, at the Chamber’s discretion.
   • The Member shall not be entitled to any refund if it suspends or terminates its membership before the expiry of the Initial Term or any Renewal Term.
   • All amounts payable by the Member under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Chamber to the Member, the Member shall, on receipt of a valid VAT invoice from the Chamber, pay to the Chamber such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   • All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Third Parties
   • The Chamber may introduce or refer Members to third-party providers of goods and/or services from time to time. The Member acknowledges and agrees that any relationship it enters into with such third-party providers is solely between the Member and the relevant provider. The Chamber shall not be party to, nor have any responsibility for, such arrangements, and shall not be liable for any loss, damage, cost or liability arising out of or in connection with the provision of such third-party goods or services, or any act or omission of the third-party provider. The Member is solely responsible for carrying out appropriate due diligence before engaging any third-party provider.
   • The Member acknowledges and agrees that the Chamber may receive commissions, referral fees or other forms of remuneration from third-party providers in connection with introductions or referrals made to the Member.
8. Intellectual Property Rights
   • The Member shall not reproduce, distribute, or otherwise use the Chamber Materials except as necessary to access and benefit from the Membership Services in accordance with these Conditions. Any use of the Chamber Materials beyond this scope requires the Chamber’s prior written consent.
   • The Chamber may request permission from the Member to feature the Member’s name and/or logo in promotional materials, member directories, or on the Chamber’s website or social media channels.
   • Subject to clause 8.2, If the Member provides such permission in writing, the Member grants to the Chamber a non-exclusive, royalty-free, revocable licence to use the Member’s name and logo solely for the approved purpose. The Member may withdraw its consent at any time by giving written notice to the Chamber, and the Chamber shall cease such use within a reasonable period following receipt of that notice..
9. Data Protection
   • The Chamber will collect and process personal data of the Member in accordance with its Privacy Policy and applicable Data Protection Legislation. [Insert Link]
   • The Member consents to the Chamber using its contact details for membership administration, service delivery, and marketing purposes, subject to the Member’s right to opt out of marketing communications.
   • Members shall keep login credentials confidential and notify the Chamber immediately of any suspected breach or unauthorised access.
10. Limitation of Liability
    • References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 2 (Liabilities which cannot legally be limited), the Chamber’s total liability to the Member shall not exceed the Membership Fees paid by the Member to the Chamber under this Contract in the 12-month period immediately preceding the date on which the relevant claim is first notified to the Chamber.
    • Subject to clause 2 (Liabilities which cannot legally be limited), this clause 10.4 sets out the types of loss that are wholly excluded:
      • loss of profits.
      • loss of sales or business.
      • loss of agreements or contracts.
      • loss of anticipated savings.
      • loss of use or corruption of software, data or information.
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • The Member acknowledges and agrees that certain Membership Services or benefits may involve or be delivered by third-party providers. The Chamber may receive commissions, referral fees or other remuneration in connection with such services. The Chamber does not endorse or guarantee any third-party services and shall have no responsibility or liability whatsoever for any acts, omissions, advice, services, or products provided by such third parties. It is the Member’s sole responsibility to assess the suitability of such services and to review and comply with any third-party terms and conditions before engaging them.
    • The Chamber has given commitments as to compliance of the Services with relevant specifications in clause 2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 10 shall survive termination of the Contract.
11. Termination
    • Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 45 days written notice, such notice to expire at the end of the then-current Initial Term or Renewal Term (as applicable).
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without affecting any other right or remedy available to it, the Chamber may terminate the Contract with immediate effect by giving written notice to the Member if:
      • the Member fails to pay any amount due under the Contract within 14 days of the due date for payment;
      • it is discovered that the Member provided false or misleading information during the application process;
      • the Chamber reasonably believes that the Member’s conduct is detrimental to the Chamber’s reputation or contrary to its values; or
      • the Member fails to comply with any other material obligation under the Contract, and (if such failure is remediable) does not remedy that failure within 14 days of receiving written notice to do so,

the Chamber shall provide written reasons for revocation of membership, where reasonably practicable.

• Without affecting any other right or remedy available to it, the Chamber may suspend the supply of Services under the Contract or any other contract between the Member and the Chamber if:
  • the Member fails to pay any amount due under the Contract on the due date for payment;
  • the Member becomes subject to any of the events listed in clause 2.3 or clause 11.2.4, or the Chamber reasonably believes that the Member is about to become subject to any of them;
  • the Chamber reasonably believes that the Member is about to become subject to any of the events listed in clause 2.2; or
  • the Chamber’s performance of the Services is prevented or materially hindered by any act or omission of the Member, and such act or omission is not remedied within 14 days of the Chamber requesting in writing that it be remedied.
• For the avoidance of doubt, no refund of Membership Fees shall be due to the Member for any unexpired portion of the Term following termination.

12. Consequences of Termination
    • On termination of the Contract, the Member shall immediately pay to the Chamber all of the Chamber’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Chamber shall submit an invoice, which shall be payable by the Member immediately on receipt;
    • Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. Additional Services
    • The Member acknowledges that the Chamber may offer access to certain services which fall outside the scope of the Membership Services and are not governed by these Conditions. Any such services shall be subject to separate contractual terms agreed between the Chamber and the Member.
    • These additional services may include, without limitation, consultancy services, international trade-related support such as documentation, certification, customs clearance, and services offered via Chamber Customs or similar platforms and consultancy services.
    • Access to any such services may be subject to additional eligibility criteria, charges, or separate terms and conditions. It is the Member’s responsibility to ensure it understands and complies with all applicable terms, laws, regulations, and procedural requirements when using these services.
    • The Chamber may require Members to enter into additional undertakings confirming compliance with relevant trade laws, export control regulations, and sanctions regimes. Any failure to comply with such undertakings may result in the suspension or withdrawal of international trade services, at the Chamber’s discretion.
14. General
    • Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • Assignment and other dealings. The Member shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Chamber.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the other party, except as permitted by clause 3.2.
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • Entire agreement.
      • The Contract constitutes the entire agreement between the parties.
      • Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Third party rights.
      • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Amendments to these Conditions. The Chamber may amend these Conditions from time to time by providing written notice to the Member or by publishing an updated version on its website. Except where such changes are required to comply with applicable law or to reflect changes to the Membership Services or Chamber operations that do not materially disadvantage the Member, the Chamber shall give the Member at least 30 days’ prior written notice of any material changes. Continued use of the Membership Services after the effective date of any changes shall be deemed acceptance of the updated Conditions. If the Member does not accept the updated Conditions, it may terminate the Contract in accordance with clause 11.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation 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 exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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