The Member Agreement completed online is between LDN Collective and The Member.
Parties
1) LDN Collective incorporated and registered in England and Wales Registered with company number 11986446, henceforth known as LDN Collective
2) The Member named in the Member Profile Registration Form and henceforth known as The Member
Background
A) LDN Collective provides services to clients and endeavours to sub-contract the provision of such services to members where appropriate
B) Separate Project Contracts will be signed by all relevant parties at the commencement of all LDN Collective projects.
1. Key Terms of Agreement
This Member Agreement governs the overall relationship between LDN Collective and The Member. By signing and submitting, The Member is assumed to agree with the terms laid out
1.1 This Member Agreement does not constitute an obligation on:
1.1.1 LDN Collective to provide work, unless a Project Contract has been signed.
1.1.2 The Member to accept project work, unless a Project Contract has been signed.
1.2 If the Member does not agree with the terms, they must notify LDN Collective immediately. Exceptional circumstances permitting – at the discretion of LDN Collective – membership may not be able
to proceed unless agreement is given.
1.3 Any amendments to this Membership Agreement must be agreed to by LDN Collective & The Member.
1.4 LDN Collective does not grant exclusivity to The Member and is free to appoint and engage with any other suppliers.
1.5 All information provided by The Member is true, complete and current – and in no way misleading. The Member will share any relevant changes in circumstance that affect the information provided in
the Member Profile Registration Form
1.6 LDN Collective does not provide any equipment to Members for Projects.
1.7 The Member will ensure they follow robust cybersecurity measures and take full responsibility for any cost incurred by the LDN Collective following a breach that is caused by poor cybersecurity
practices. Please see the National Centre for Cyber Security’s ‘Small Business Guide’ for advice.
1.8 The Member may use their own business email for LDN Collective projects. An LDN Collective email address can be organised at the discretion of the LDN Collective
2. Member status
This Member Agreement governs the overall relationship between LDN Collective and The Member. By signing and submitting, The Member is assumed to agree with the terms laid out
2.1 The Member is an independent contractor and as such is not an employee of LDN Collective. Nothing in LDN’s membership or projects shall be construed as creating a partnership between the Member
and LDN.
2.2 The Member has full responsibility for its accounts and paying any tax that arises from LDN Collective projects.
3. Insurance and Liability
3.1 The Member must hold, and produce on request, valid insuranc with a reputable insurance broker to cover Professional Indemnity and Public Liability. Details are set out in the Insurance
Confirmation Form within the Membership Pack.
4. Limitations of Liability
Nothing in this Member Agreement shall limit or exclude the Member’s or LDN Collective’s liability for:
4.1 Death or personal injur caused by its negligence, or the negligence of its employees, agents or subcontractors;
4.2 fraud or fraudulent misrepresentation; or
4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
5. Termination
5.1 Either party may terminate this Member Agreement by giving one month’s written notice to the other party.
5.2 LDN Collective may terminate this Member Agreement with immediate effect by giving written notice to The Member if;
5.2.1 The Member breaches the terms of this Member Agreement and fails to remedy that breach within a period of 3 days after being notified in writing to do so;
5.2.2 The Member repeatedly breaches any of the terms of this Member Agreement or a Project Contract such that, in the opinion of LDN Collective, their conduct is inconsistent with having the
intention or ability to meet the agreed terms laid out here.
5.2.3 The Member is the subject of a bankruptcy petition or order;
5.2.4 The Member suspends or ceases professional activities.
6. Consequences of Termination
6.1 On termination of this Member Agreement;
6.1.1 The Member and LDN Collective agree that the terms remain in full force until the end of the month the termination took place.
6.1.2 The Member will destroy all LDN Collective materials;
7. Confidentiality
7.1 Each party may be required to sign Non-Disclosure Agreements relating to confidential information concerning the business, affairs, work methods, suppliers, clients, or associates of the other
party.
8. Data Protection
8.1 Each party may be required to sign Non-Disclosure Agreements relating to confidential information concerning the business, affairs, work methods, suppliers, clients, or associates of the other
party.The Member takes responsibility for ensuring they are up to date and compliant with the General Data Protection Regulation (GDPR). LDN Collective will comply with all requirements of GDPR when processing
data for relevant business purposes.
8.2 All parties must ensure that they have the correct technical and operational measures in place to protect against the unlawful processing of data.
8.3 The Member must notify LDN Collective immediately in the case of any data or confidentiality breach
9. Intellectual Property (IP) Rights
9.1 LDN Collective grants to the Associate a non-exclusive, royalty free licence to use the LDN Collective IP Rights during the term of this agreement.
9.2 The Member shall comply with the LDN Collective’s current Communications & Brand Guide as laid out in the Membership Pack.
9.3 The Member shall not use LDN Collective IP Rights in any manner which damages the reputation of LDN Collective and shall immediately stop using specific material when asked by LDN Collective
9.4 When LDN Collective enters into a project with you, LDN Collective will take steps to recognise and protect your IP rights.
10. Project Work & Payments
10.1 The payment terms of a project will be negotiated with a client and the Project Contract will specify the rate agreed and the typical timeframe for payment. LDN Collective will use its best
endeavours to ensure orderly and timely payment of invoices by the client but cannot be held responsible for late payments.
10.2 The Member is free to work on existing and new projects, so long as they have been procured separately to LDN Collective clients and introductions and there is no conflict of interest that could
damage LDN Collective (as per the opinion of LDN Collective).
10.3 If an existing LDN Collective client would like to hire The Member on a long-term basis, a commission fee will be negotiated between the Member and LDN Collective, starting at 5% and increasing
dependent on the nature of the project and the role of the LDN Collective in securing the work
10.4 Any project The Member successfully refers into the Collective will earn The Member 5% commission, paid when the client pays the project invoices for the duration of the project.