NOF Energy Terms and Conditions of Membership

1.Definitions and Interpretation

1.1.     The following definitions and rules of interpretation apply in these Conditions.

 

Website:means the website of NOF Energy from time to time which is currently www.nofenergy.co.uk
Member:means a member of NOF Energy
NOF Energy:means NOF Energy Limited a company limited by guarantee with company registration number 05933450 which was incorporated on 13 September 2006
Renewal Date:means each anniversary of the commencement of their membership in accordance with Condition 3.4
Conditions:means these terms and conditions or such other terms and conditions as may be adopted by NOF Energy from time to time
Subscription: means the subscription for membership for a period of 12 months
Voting Member:has the meaning prescribed to it in clause 3.6

 

1.2.   The headings to these Conditions are for ease of reference only and are not to be taken into account in their interpretation.

1.3.   A reference to one gender includes a reference to the other gender.

1.4.   A reference to a party is to the relevant Member or NOF Energy (as to the context required) and a reference to parties is to both of the relevant Member and NOF Energy together.

1.5.   A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.6.   Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7.   A reference to writing or written includes fax and email.

2.         Aims

The aims of NOF Energy are:

2.1.   the promotion of the UK energy supply chain and member companies;

2.2.   to gather and share market intelligence with Members;

2.3.   to organise and facilitate networking, meetings and social events for Members;

2.4.   to assist Members with networking, promotion and industry intelligence;

2.5.   to be a forum for exchange of views and ideas and to identify problems and issues in the energy industry and discuss and identify means of resolving problems and issues; and

2.6.   to act as a representative body to put views across to Government departments and agencies and other relevant bodies.

3.         Admission of Member

Members

 

3.1.   An application for admission as a Member of NOF Energy is made by completing an application form (in the form prescribed by NOF Energy from time to time) and submitting it to NOF Energy.

3.2.   As part of the application process for admission a registration fee may be remitted to NOF Energy together with the Subscription due upon joining, which shall be determined by NOF Energy from time to time. Following payment a receipted invoice for admission and Subscription will be provided by NOF Energy upon request by the Member.

3.3.   NOF Energy has the sole and absolute right to accept or reject any application for membership.

3.4.   If an application is approved and accepted by NOF Energy the applicant will be notified that it has become a Member and will be notified of the date of commencement of its membership.

3.5.   A Member is entitled to the benefits and privileges of membership from the commencement of membership and agrees to be bound by these Conditions

Voting Members

 

3.6.   On admission to membership in accordance with clauses 3.1 to 3.5 (inclusive) above and pursuant to section 112 of the Companies Act 2006, a Member is entitled to become a Voting Member by completing an application form (in the form prescribed by NOF Energy from time to time) and submitting this to NOF Energy . Being a Voting Member will accord the Member certain rights at General Meetings of NOF Energy (amongst other things). In the event of NOF Energy being wound up a Voting Member undertakes, to contribute such amount as may be required, not exceeding the guaranteed sum of £1.00 (one pound), for payment of the debts and liabilities of the Company contracted before ceasing to be a Voting Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves. Voting Members are subject to the articles of association of the Company, to any rules for the time being made thereunder and to any terms for membership applicable to the Company (including, without limitation, these terms and conditions of membership).

4.         Member’s Obligations

 

4.1.   The applicant shall provide the information to be completed in the application form in good faith.

4.2.   The applicant shall provide to NOF Energy such documentation and additional information as NOF Energy may reasonably require to verify the information given by the applicant in the application form.

4.3.   Any omission from or inaccuracy in the particulars inserted in an application form for membership may invalidate the application and any admittance as a Member in consequence of it.

4.4.   Conditions 4.1, 4.2 and 4.3 shall also apply to the Member upon renewal of membership.

4.5.   It is the Member’s responsibility to inform NOF Energy of any change in its contact details and any material change in any other information provided by the Member in the application for or upon renewal of membership.

4.6.   It is the Member’s responsibility to inform NOF Energy of any omission from or in accuracy in the particulars about the Member which NOF Energy makes available on the Website or in any of its documentation and upon becoming aware of any omission or inaccuracies NOF Energy shall use reasonable endeavours to correct the particulars on its Website and in future publications. NOF Energy makes every effort to ensure that the particulars which it provides about Members are free from omissions and inaccuracies and are based upon the information provided by the Member (or approved by the Member), however, NOF Energy shall not be liable for any minor typographical errors or omissions in the particulars.

4.7.   In order for the Member to fully enjoy and appreciate the benefits of membership it will be necessary for the Member to participate and support the events operated by or through NOF Energy.

4.8.   The Member will be permitted access to various information and details which are only made available to Members though the Members only section of the Website. The Member agrees and undertakes that it will not provide or allow access to or provide copies of that information to any other person or entity.

5.         Rights of Member

 

5.1.   A Member shall have the right of access to support and services available from time to time as detailed in the Membership benefits section of the Website (such support and services may be provided by NOF Energy or by a third party on behalf of NOF Energy as NOF Energy may at its discretion decide from time to time).

6.         Subscriptions – Renewal of Membership

 

6.1.   NOF Energy will send notice of Subscription renewals accompanied with an invoice for the renewal Subscription to the Member prior to each Renewal Date.

6.2.   The Subscription is due and payable to NOF Energy in cleared funds 30 days after the date of the invoice.

6.3.   The Subscription shall be reviewed annually by NOF Energy and any change in Subscription shall take effect from a date to be specified by NOF Energy.
Currently this is 1 January.

6.4.   Notice of the current Subscriptions will be posted on the Website.

7.         Payment of Subscriptions – Renewal

 

7.1.   The Subscription must be paid in full upon or prior to the Renewal Date unless agreed otherwise with NOF Energy.

8.         Cancellation of Membership by Member

 

8.1.   A Member shall be entitled to resign its membership by giving written notice to that effect to NOF Energy in accordance with Condition 14. Every such notice must be received by NOF Energy in writing prior to the next Renewal Date and provided that it has been so received it shall be deemed to have taken effect on the last day of the then current annual Subscription period. For the avoidance of doubt, if a Member does not give written notice (of its intention to resign its membership) prior to the next Renewal Date, the Member’s membership shall renew automatically on the Renewal Date and the Member shall be bound to pay the full Subscription for the next year (in accordance with these Conditions). For the avoidance of doubt, if a Member sends notice to NOF Energy of its intention to resign the Member shall not be entitled to any refund or reimbursement of any Subscription it has paid or is bound to pay.

8.2.   If notice of cancellation of membership has been given by any Member pursuant to clause 8.1 above and such Member is also a Voting Member, the relevant Member/Voting Member must also resign his membership as a Voting Member (pursuant to article 6.5.3 of the articles of association of NOF Energy) such resignation taking effect no later than the expiry of his notice of cancellation of membership as a Member pursuant to clause 8.1 above or the next Renewal Date (whichever is earlier).

9.         Subscriptions in arrears

 

9.1.   If any Member fails to pay its Subscription by the due date as provided by Condition 6, notice will be sent calling the Member’s attention to its failure to pay. NOF Energy will also have the right, at its discretion to suspend any and all membership benefits (including those set out in Condition 5) at any time whilst the Subscription is in arrears.

9.2.   If the Member’s Subscription is not paid within 60 days of the Renewal Date NOF Energy may cancel the membership of that Member without further notice, in which case all rights and benefits of membership in respect of that Member shall cease. NOF Energy reserves the right to charge the Member an amount (based on the current Subscription for that Member) calculated on a pro rata basis for the period for which that Member has had access to membership benefits whilst their Subscription has been in arrears.

10.         Termination of Membership by NOF Energy

 

10.1.   A Member shall immediately cease to be a Member if:-

      10.1.1.   it fails to pay its Subscription within 60 days of the Renewal Date; or

      10.1.2.   its membership is terminated in accordance with Condition 11.

10.2.   Notwithstanding any other provisions of these Conditions, NOF Energy may at its absolute discretion reinstate the membership of a Member which has been cancelled or ceased in accordance with these Conditions.

11.         Misconduct of Members

 

11.1.   If any Member:

      11.1.1.   acts in contravention of these Conditions from time to time; or

      11.1.2.   is guilty of any conduct which in the opinion of NOF Energy brings NOF Energy into disrepute;
then without prejudice to any other rights or remedies which NOF Energy may have, that Member’s membership and rights and benefits as a Member shall immediately be suspended pending further investigation by NOF Energy and NOF Energy shall notify that Member that its membership has been suspended.

11.2.   Membership of NOF Energy shall automatically and immediately cease if:

      11.2.1.   a Member, being a body corporate, becomes insolvent by reason of its inability to pay its debts when they fall due, enters into liquidation, passes a resolution for its own winding up (other than for the purposes of a bona fide reconstruction or amalgamation not involving insolvency) makes any proposal to its creditors for a composition or arrangement in satisfaction of its debts, makes or suffers an application to the court for an administration order, the appointment of a receiver or administrative receiver or is dissolved;

      11.2.2.   anything analogous to the events referred to in clause 11.2.1 occurs in respect of an Unincorporated Association in which case those persons registered as Members (being members of such Unincorporated Association) shall automatically cease to be Members;

      11.2.3.   a Member is convicted of any criminal offence which involves dishonesty;

      11.2.4.   any Member who persistently contravenes any of the rules or bye laws of the Company or materially and/or persistently breaches any of these terms and conditions of membership;

      11.2.5.   a Member acts in such a manner which in the opinion of NOF Energy brings or which may bring the NOF Energy, its Members (or any of them), its Voting Members or any of its officers, employees or other representatives into disrepute;

      11.2.6.   a Member is or may be suffering from mental disorder and either is admitted to hospital in pursuant of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960 or an order is made by a court having jurisdiction (whether in the United Kingdom or otherwise) in matters concerning mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs;

      11.2.7.   and in the case of provisions of clauses 11.2.4 to 11.2.6 a resolution of the board of directors of NOF Energy is also to be passed resolving that such Member be expelled and that that membership shall terminate.

11.3.   In the event that anything analogous to clauses 11.2.4 and 11.2.6 shall occur in relation to an Unincorporated Association the membership of any persons registered as Members (being members of such Unincorporated Association) shall terminate upon the passing of a resolution of the board of directors of NOF Energy that such Member be expelled and that their membership shall terminate and the relevant Unincorporated Association shall not thereafter be entitled without a further resolution of the board of directors of NOF Energy to apply for the registration of nominated representatives as Members.

11.4.   If membership of any Member has ceased pursuant to clause 11.2 and/or 11.3 above, any other provision of these terms and conditions of membership or otherwise and such Member is also a Voting Member, the relevant Member/Voting Member must also resign his membership as a Voting Member (pursuant to article 6.5.3 of the articles of association of NOF Energy) but only to the extent that the relevant Member’s/Voting Member’s membership as a Voting Member has not automatically ceased under the articles of association of NOF Energy.

11.4.   If membership of any Member has ceased pursuant to clause 11.2 and/or 11.3 above, any other provision of these terms and conditions of membership or otherwise and such Member is also a Voting Member, the relevant Member/Voting Member must also resign his membership as a Voting Member (pursuant to article 6.5.3 of the articles of association of NOF Energy) but only to the extent that the relevant Member’s/Voting Member’s membership as a Voting Member has not automatically ceased under the articles of association of NOF Energy.

11.6.   In the event that the Member’s and/or Voting Member’s membership is terminated it shall not be entitled to any refund or reimbursement of its current Subscription.

12.         Cessation of Membership as Insolvency

 

12.1.   NOF Energy may terminate the membership of a Member if an order is made or a resolution is passed for the winding-up of the Member or an order is made for the appointment of an administrator to manage the affairs, business and property of the Member or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the Member or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the Member’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the Member takes or suffers any similar or analogous action in consequence of debt.

13.         Data Protection

 

13.1.   NOF Energy shall have the right to use the name of each person whose details have been given in the application form for membership, or upon renewal of membership, as a contact for the Member for the following purposes:-

      13.1.1.   publication on the Website, in directories, materials and other documents produced by NOF Energy from time to time;

      13.1.2.   marketing purposes; and

      13.1.3.   to pass to other Members or other relevant parties as determined by NOF Energy such as industry partners, clients and companies within the supply chain.

14.         Notices

 

14.1.   All communications between the Member and NOF Energy must be in writing and delivered by hand or sent by pre-paid first class post by facsimile transmission or by e-mail to the registered office of NOF Energy, details of which are given in Condition 1.

15.         Intellectual Property

 

15.1.   The Member grants to NOF Energy for the duration of its membership a non-exclusive irrevocable royalty-free licence to reproduce and publish the name, images and logos identifying the Member and its products and services on the Website and in all directories, materials and other documents produced by NOF Energy from time to time.

16.         Interpretation of Conditions

 

16.1.   NOF Energy is the sole authority for the interpretation of these Conditions.

16.2.   The decision of NOF Energy upon any question of interpretation or upon any matter and not provided for by these Conditions or by the regulations is final and binding on the Members.

17.         Amendment of these Conditions

 

These Conditions may be added to, repealed or amended by NOF Energy at any time. Members will be notified of any such changes via the Website.

18.         General

 

18.1.   Force majeure. Neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

18.2.   Assignment and other dealings.

      18.2.1.   NOF Energy may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Conditions.

      18.2.2   The Member shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Conditions.

18.3.   Entire agreement.

      18.3.1.   These Conditions (and the documents referred to in them) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

      18.3.2.   Each party acknowledges that in entering into these Conditions it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.

      18.3.3.   Nothing in this clause shall limit or exclude any liability for fraud.

18.4.   Waiver.   A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18.5.   Severance.   If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

18.6.   Third party rights.

      18.6.1.   Unless it expressly states otherwise, these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.

      18.6.2.   The rights of the parties to rescind or vary these Conditions are not subject to the consent of any other person.

18.7.  Governing law.   These Conditions, 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.

18.8.   Jurisdiction.   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 these Conditions or their subject matter or formation.

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