UKWISPA Membership Agreement

THE PARTIES:
(1) The UK Wireless Internet Service Providers Association (UKWISPA) (“us”, “we”, etc) registered in England number 09498017 as a Private Limited Company by guarantee without share capital use of ‘Limited’ exemption, registered office C/O M J Goldman, Hollinwood Business Centre, Albert Street, Oldham, Lancashire, United Kingdom, OL8 3QL.
(2) You (“you”), a company, individual or organisation who buys UKWISPA Membership and who’s details are included on your Membership Application. You agree that you have provided accurate, up to date, and complete relevant information about yourself or your organisation.
The purpose of this agreement is to set out the duties and responsibilities of UKWISPA and the Member during the course of The Membership Agreement. By registering as a member of UKWISPA you are agreeing to accept the terms of this Membership Agreement, Our Terms and Conditions and Policy. Please read this agreement carefully.

DEFINITIONS
“Date of Commencement” means the date on which you pay your annual membership fee.
“Membership Benefits” means Membership Benefits we provide as set out on Our Website and in this Agreement.
“Our Website” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all web pages controlled by us.
“Services” means all of the services available from Our Website or via Membership, whether free or charged.
“Subscription Fees” means the annual subscription payable by You to access Membership Benefits.
BASIS OF AGREEMENT
This Agreement begins on the Date of Commencement and will continue for one year, subject to the provisions for earlier termination.
Any continuation by us or by you after the expiry of one year is a new Agreement on the terms then shown on Our Website. Your continued use of our services after that shall be deemed acceptance by you of our prevailing Membership Agreement, including any changes, additions, exclusions or amendments to Membership Benefits or Subscription Fees.

MEMBERSHIP and FEES
Purchase of UKWISPA Membership entitles you to the Membership Benefits such as Membership forum, Alternative Dispute Resolution (ADR), quarterly meetings for up to two representatives of your organisation, etc. Payment for UKWISPA Membership is for one year.
The price payable for UKWISPA Membership is clearly set out on Our Website. Prices are exclusive of any applicable VAT. It is your responsibility to ensure that you have the correct level of Membership that reflects the nature and scale of your organisation at the Date of Commencement. If it is established in the reasonable opinion of UKWISPA that you have knowingly given incorrect information, UKWISPA at its sole discretion may terminate your Membership without notice and you will not be entitled to any refund of Subscription Fees.
We reserve the right to amend our annual membership fee at any time. Unless existing members have been notified by writing of new fees that are applicable to them, any fee changes will only apply to new members or upon renewal of your membership.
You may not transfer your UKWISPA Membership to any other party, company, individual or organisation.
When you subscribe for UKWISPA Membership, your payment may not cover other services, for which we will ask you to pay either by addition to your membership fee or by individual payments from time to time.
You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
All money paid by you to us is non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of money paid for any Service.
We reserve the right to modify the UKWISPA Membership rules and to change the terms and conditions of this agreement at any time, without notice. The terms that apply to you are those posted here on Our Website on the day you join as a member. It may be useful to print a copy now.

MEMBERSHIP RENEWAL
At least four weeks before expiry of the period for which you have paid, we shall send you a message to your email address to tell you that your UKWISPA Membership is shortly to expire and to invite you to renew. An invoice for a new period of UKWISPA Membership will be included.
It is your responsibility to confirm you wish for your UKWISPA Membership to be renewed and to arrange for payment of the invoice. Should we not hear from you following the email reminder, your UKWISPA Membership shall lapse at the expiry of the period for which you have paid.

OBLIGATIONS AND DUTIES
Both parties to the agreement will abide by the terms set out in this Membership Agreement, Our Website’s Terms of Use and our Privacy and Cookie Policy.
You are expected to comply with the following obligations and duties:
You will make reasonable endeavours to actively participate in promoting UKWISPA and attend UKWISPA Membership Meetings which are held quarterly.
You are encouraged to make contact and do business with other Members and other referred parties.
You are encouraged to participate in events, debates and presentations organised by UKWISPA to help further the cause of UKWISPA or your own organisation.
As a member of UKWISPA, you are expected to conduct business in a professional and ethical manner. As a WISP, this includes but is not limited to using all reasonable endeavours to operate to best industry practice, good-neighbourhood, compliance with Ofcom regulations (including use of appropriate and legal transmission power and frequencies), use of a formal Complaints Procedure and membership of an approved Alternate Dispute Resolution (ADR) scheme.
You may use the approved UKWISPA Member logo on your website, email footers or printed materials so long as the UKWISPA logo is no larger than your own logo and is not used in isolation.

UKWISPA will comply with the following obligations and duties:
We will arrange quarterly Members Meetings across the UK at locations to be published at least 60-days in advance.
We will operate the UKWISPA website, which we endeavour to keep current and as informative as possible.
We will actively canvass government and regulatory policy makers and influencers to promote the general interests of WISPs in the UK. We will make reasonable endeavours to notify Members of important announcements and consultations and will seek and forward the views of Members where possible and practical.

We will make reasonable endeavours to provide you with opportunities to promote your business and engage with other members and local businesses. You will be notified in good time about upcoming events and will be sent regular updates.
We will let you know at the earliest opportunity if events have been cancelled and when appropriate will endeavour to host a replacement.

TERMINATION
Subject to any earlier termination in any permitted circumstances, this agreement shall continue to operate until the expiry of one year from the Date of Commencement.
This agreement may also be terminated by:
agreement between us and you; or
automatically following a breach of the Agreement.
On termination, no fees are refundable.
Termination by either party shall have the following effects: –
your right to use UKWISPA Membership ceases immediately; and
we are under no obligation to forward any unread or unsent messages to you or any third party.
The following actions constitute a non-exhaustive list of examples of breaches giving rise to the possible termination of this agreement:
Inappropriate behaviour at events held by UKWISPA;
Inappropriate spamming of other members and hard selling; and/or
Assigning membership to anyone else.
We retain the right, at our sole discretion, to terminate any and all parts of the Services provided to you, without refunding to you any fees paid if we decide in our absolute discretion that you have failed to comply with any of the terms of this Membership Agreement and/or Our Website’s Terms of Use.

PRIVACY POLICY
All personal and corporate information is only used by us for our own business purposes.
We will not pass your details to third parties without your permission.
You grant us the rights and permission to use your name, company name, logo, photo, statements, and industry information in all current and future media.

DISCLAIMERS AND LIMITATION OF LIABILITY
All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
Our Website and UKWISPA Membership Benefits are provided “as is”. We make no representation or warranty that any service will be:
useful to you;
of satisfactory quality;
fit for a particular purpose; and/or
available or accessible, without interruption, or without error.
We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
We make no representation or warranty and accept no responsibility in law for:
accuracy of any Content or the impression or effect it gives;
delivery of Content, material or any message;
privacy of any transmission;
the conduct, whether online or offline, of any user of Our Website or our services;
failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to your use of our services.
loss or damage resulting from your attendance at an event organised through Our Website or our Services;
any act or omission of any person or the identity of any person who introduces himself to you through Our Website;
any aspect or characteristic of any goods or services advertised on Our Website.
You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the services concerned.
Except in the case of death or personal injury, our total liability under this agreement, however it arises, shall not exceed the sum of £2,000. This applies whether your case is based on Agreement, tort or any other basis in law.
We shall not be liable to you for any loss or expense which is:
indirect or consequential loss; or
economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, agents and affiliated companies (who may enforce this clause under the Agreements (Rights of Third Parties) Act 1999, as well as to ourselves.
If you become aware of any breach of any term of this agreement by any person, please tell us either by telephone or email. We welcome your input but do not guarantee to agree with your judgement.
Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
your failure to comply with the law of any country;
your breach of this agreement;
any act, neglect or default by any agent, employee, licensee or customer of yours;
a breach of the intellectual property rights of any person.

MISCELLANEOUS MATTERS
You undertake to comply with the terms relating to the protection, security and storage of data, the content you post to Our Website, and intellectual property which are contained with Our Website’s Terms of Use.
You undertake to provide to us your current land address, e-mail address and telephone numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this Agreement.
If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
In the event of any issues with your membership, please email us at membership@ukwispa.org.

Terms and Conditions and Policy
UKWISPA is an organisation that was set up and is run by Wireless ISPs as a not-for-profit organisation to help develop the interests of Fixed Wireless Access ISPs.
Our interest is purely to help promote the case for Fixed Wireless and to help organisations in the UK work better, smarter and more successfully. Since forming in 2016, we have established excellent dialogue with BDUK and Ofcom and actively participate in policy-forming and consultation where appropriate.

Version 1.2, August 2017. Copyright (c) UKWISPA all rights reserved.