EXPERT MEMBERSHIP TERMS AND CONDITIONS

DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions (these "Terms"), the following definitions apply unless otherwise stated:

"Member" means the individual or business entity that joins and pays membership fees (if applicable) to become a member of the Company Platform (as defined below) and to avail themselves of the Membership Benefits (as defined below). 

"Membership" means the contractual relationship under which the Member is granted certain Membership Benefits by the Company, subject to these Terms.

"Membership Benefits" means the services, offerings, or benefits made available by the Company to its Member(s), including but not limited to briefings, marketing services, events services, training, community membership. marketing support, or consulting hours as defined by their membership level. 

'Business Day' means a day (other than a Saturday, Sunday, or public holiday) when banks are open for business.

"Membership Agreement") means the legally binding agreement between Quantum Security and Defense  Limited (the "Company") and the Member for the provision of Membership Benefits under these Terms. This may be formed by the Member’s acceptance of these Terms and payment of the applicable membership fee.

'Force-Majeure Event' means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, the act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

'Group Company' means a company which is a subsidiary or holding company of the Company, as defined in section 1159 of the Companies Act 2006.

'Company' means Quantum Security and Defense Limited, a company incorporated in England and Wales under company number 15790806, whose registered office is at Symonds & Co Chartered Accountants Sunny Nook, Barhatch Road, Cranleigh, Surrey, United Kingdom, GU6 7DJ, trading as Quantum Security Defence.

'Intellectual Property Rights' means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered, including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Membership Application' means, where relevant, the form (online or otherwise) or process by which the Member joins the Company's platform and agrees to be bound by these Terms.

Membership Sign-Up Form is this proposal, that the Member executes with the Company, which, together with these Terms, shall form a binding Contract.

'Quotation' means any written proposal or membership fee schedule prepared by the Company that sets out the structure, features, or costs of certain Membership Benefits.

'Specification' means any description or specification of the Membership Benefits in the Order, on the Company’s website, or in any membership materials.

'Terms' means these terms and conditions as updated from time to time by the Company.

'VAT' means value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Terms use words that denote a particular gender, they shall also be read to include all genders and vice versa.

1.3 The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. TERMS AND CONDITIONS
   
   

2.1 These Terms shall apply to all membership agreements concluded between the Company and the Member to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.2 These Terms and the Membership Application (if any) may only be varied by express written agreement between the Company and the Member.

3. THE MEMBERSHIP AGREEMENT

3.1 Submitting a membership application, or order, together with any required fees, constitutes an offer by the potential Member to join and purchase the Membership Benefits as per these Terms. The Member shall ensure that any details submitted in the Membership Application are complete and accurate.

3.2 The Membership Agreement shall only be deemed accepted when the Company provides confirmation (including email) of the Member’s enrolment by issuing a membership invoice and the first invoice is paid by the Member, at which point the Membership Agreement shall come into existence.

3.3 The Membership Agreement constitutes the entire agreement for the Company to provide the Membership Benefits to the Member, and for the Member to abide by these Terms.

3.4 The Member acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of the Company which is not set out in the Membership Agreement. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogs, brochures, or website are for the sole purpose of giving an approximate idea of the Membership Benefits described in them. They shall not form part of the Membership Agreement or any other contract between the Company and the Member unless explicitly stated.

3.5 The membership schedule provided by the Company shall not constitute an offer and shall only be valid for a period of 30 Business Days from its date of issue, unless otherwise stated.

4. COMPANY OBLIGATIONS AND WARRANTIES

4.1 The Company warrants that it will use reasonable care and skill to provide the Membership Benefits in all material respects, as outlined in these Terms or any Specification.

4.2 The Company shall use all reasonable endeavours to meet any performance dates or membership event schedules, but any such dates shall be estimates only. Time shall not be of the essence for the provision of the Membership Benefits. The Company shall not be liable for any delay or interruption caused by a Force-Majeure Event or the Member’s failure to provide the Company with adequate instructions or other information relevant to delivering the Membership Benefits.

4.3 The Company shall have the right to make any changes to the Membership Benefits which are necessary to comply with any applicable law or regulations.

4.4 Where relevant to the Membership Benefits, the Company shall be entitled to use subcontractors or third parties to help provide services or offerings. The Company shall remain liable to the Member for the performance of the Membership Benefits as if it had carried them out itself.

5. MEMBER’S OBLIGATIONS (INCLUDING CODE OF CONDUCT) AND INDEMNITIES

5.1 Member Obligations. The Member shall:

• Provide any assistance, information, or documentation required by the Company to deliver the Membership Benefits effectively.

• Provide conduct, ethical considerations, and behavioural standards fitting to a professional organisation.

5.2 Accuracy of Information. The Member shall have sole responsibility for ensuring that all information provided to the Company is accurate and warrants that any of its employees or agents assisting in membership matters have the necessary authority.

5.3 Changes in Contact or Other Relevant Details. The Member shall be obliged to inform the Company of changes to contact information, domain names, or any other material information relevant to the Membership.

5.4 If the Member fails to undertake those acts or provide materials required under this clause within any agreed deadline (and at least within 15 Business Days of the Company’s request), the Company shall be entitled to continue to invoice or charge for Membership Benefits as though it had delivered them.

5.5 The Member warrants that it has any applicable trademark or intellectual property rights necessary for the content or materials it provides to the Company or shares within the membership context. The Member shall indemnify the Company against any infringement of third-party rights arising from such materials.

5.6 The Member undertakes to comply with all applicable rules, regulations, codes of practice, and laws relating to its use of the Membership Benefits, including relevant data protection and e-commerce laws, and hereby agrees to indemnify and keep the Company indemnified in respect of any costs or proceedings brought against the Company by any third party in connection with any breach of the same by the Member.

5.7 Use of Company Name, Logos, or Materials 

Member are permitted to use the Company’s logo or marketing materials to indicate membership status, such use shall be subject to the Company’s brand guidelines.

6. MEMBERSHIP FEES / PRICES

6.1 Membership Dues or Fees. Unless otherwise expressly stated, all membership fees or charges shall be in Pounds Sterling and shall be exclusive of VAT and other duties or taxes. If duties are introduced or changed after the conclusion of an Order/Membership Application, the Company shall be entitled to adjust the agreed fees accordingly.

6.2 Fee Structure. The Fee Structure is defined within the Membership Proposal above. 

6.3 While every effort is made to ensure fee estimates are accurate, the Company reserves the right to amend membership pricing from time to time, subject to providing reasonable notice to the Member.

7. PAYMENT

7.1 The Company shall invoice the Member (or provide an online payment link) for membership fees in advance of Membership Benefits being delivered or renewed. If the Member does not pay when due, the Company may suspend or terminate the membership until payment is made.

7.2 The Member shall pay each invoice submitted by the Company within 7 Business Days of the invoice date in cleared funds. Payment by BACS, CHAPS, cheque, bank transfer, or credit card is accepted (stating the invoice number on all payments).

7.3 Late payment in excess of 30 days shall be considered a material breach of the Membership Agreement, entitling the Company (at its
discretion) to cancel the membership or to affirm the Membership Agreement and pursue remedies for breach.

8. DELAYS, COMPLAINTS, AND REMEDIES

8.1 If the Member proves that the Membership Benefits are delayed or not provided according to the Membership Agreement, the Company shall be obliged to remedy or re-perform the relevant benefits, at its discretion, without undue delay. If the Membership Benefits continue not to conform after reasonable attempts have been made to remedy, the Member shall be entitled to cancel the Membership Agreement per clause 13.2(a), provided that the breach is material.

8.2 Third-Party Services. Where part of the Membership Benefits rely on third-party providers (e.g., venue hosts, marketing platforms, software tools), the Company’s only responsibility is to take reasonable care and skill in selecting such providers; it is not liable for the providers’ own failures, actions, or omissions.

8.3 The Member’s exclusive remedies for late provision or non-conforming Membership Benefits are as specified in this clause 8. If these remedies are exhausted, the Member’s final remedy is limited to cancellation of the Membership Agreement and the Company’s sole liability is to refund any payments for undelivered months or non-conforming Membership Benefits, subject to the limitations set out in clause 9 below.

9. LIABILITY
   
   

9.1 Except as expressly stated in this clause 9, the Company shall have no liability to the Member for any loss or damage whatsoever arising from or in connection with the Membership Benefits or for any claim made against the Member by any third party.

9.2 Without prejudice to the generality of Clause 9.1, the Company shall have no liability for:

a) Any indirect or consequential loss, including any loss of profits, anticipated savings, business opportunity, or goodwill.
b) Loss of data.

9.3 To the extent such liability is not excluded by sub-clauses 9.1, 9.2, and clause 10 below, the Company’s total liability (whether in contract, tort, or otherwise) under or in connection with the Membership Agreement shall not exceed the total sum of membership fees paid by the Member in the preceding 12 months.

10. . OTHER LIMITATIONS OF LIABILITY
    
    

10.1 The Company shall not be liable for any downtime, hacking, virus, disruptions, interruptions, or other third-party software or service issues that may affect the Membership Benefits. 

10.2 The Company shall not be liable for any changes made by the Member or a third party engaged by the Member to websites, technical setups, or other infrastructure that may affect the Membership Benefits.

10.3 The Company shall not be liable for performance issues arising from changes made by external providers (e.g., search engines, social media platforms, event venues, etc.).

10.4 No Guarantee of Results. The Company does not guarantee any specific outcome (e.g., a certain number of new clients, revenue, or business opportunities) from Membership, and cannot be held liable for a Member’s dissatisfaction with intangible results.

11. INTELLECTUAL PROPERTY RIGHTS
    
    

11.1 The Member shall ensure that they have all necessary rights to use any Intellectual Property (e.g., text, images, logos) provided to the Company in connection with Membership, and hereby grants the Company a license to use such materials to fulfill the Membership Benefits.

11.2 The Member shall ensure that any materials contributed within the membership context do not contravene legislation, third-party rights, or accepted standards of decency. The Company shall be entitled to remove such material and, if necessary, to cancel the Membership Agreement.

11.3 The Member shall indemnify the Company against all damages, losses, and expenses resulting from any claim that materials contributed by the Member infringe a third party’s Intellectual Property Rights.

11.4 Both parties shall notify each other without undue delay of any IP-related claims raised against them relating to membership.

11.5 Unless expressly stated otherwise, any Intellectual Property Rights created or developed by the Company in connection with the Membership Benefits (e.g., official membership branding, event materials) shall remain the property of the Company or its licensors.

11.6 Use of Company IP. The Member shall not use, assign, distribute, or copy the Company’s Intellectual Property without a separate written agreement. Members may display the Company logo in connection with its membership.

11.8 Reference to Member. The Member hereby irrevocably licenses the Company to use and display the Member’s name, logo, or similar branding as a reference to show that the Member is part of the Company’s membership community, during the membership term and for 18 months after it ends, unless the Member revokes such license in writing.

11.9 Content created specifically on behalf of the Member remains the Member’s Intellectual Property and shall not be repurposed or sold to any other client without the Member’s consent. Likewise, any materials provided by the Member remain their exclusive property.

12. CONFIDENTIALITY AND PERSONAL DATA
    
    

12.1 A party receiving confidential information ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives disclosed by the other party ("Disclosing Party"), and any other confidential information concerning the Disclosing Party’s business or services which the Receiving Party obtains.

12.2 The Receiving Party shall restrict disclosure of such confidential information to employees, agents, or subcontractors who need to know it and who are bound by confidentiality obligations. This clause shall survive termination of membership.

12.3 The obligation in Clause 12.2 shall not apply to publicly available information or information already rightfully in the Receiving Party’s possession without an obligation of confidence, or which the Receiving Party is required to disclose by law.

12.4 Data Protection. Each party agrees to comply with its respective obligations under applicable data protection legislation (including UK GDPR and the Data Protection Act 2018).

12.5 The Member shall indemnify the Company for any loss (including legal costs) arising from personal data provided by the Member in contravention of data protection laws. The parties shall notify each other without undue delay of any relevant claims.  

13. TERM, TERMINATION, AND ASSIGNMENT
    
    

13.1 Membership Term and Renewal. The Membership shall initially run from the date of acceptance by the Company and continue for the membership period as defined in the membership proposal. It shall renew automatically at the end of each such period for a further [same duration], unless either party gives [30 days’] written notice of non-renewal prior to the end of the current term. 

13.2 Without limiting other rights or remedies, each party may terminate the Membership Agreement with immediate effect by giving written notice if the other party: a) Commits a material breach of the Membership Agreement and fails to remedy that breach within 30 days of being notified in writing; or

b) Becomes insolvent or is unable to pay debts (within the meaning of the Insolvency Act 1986), or an order is made for winding up (other than a bona fide reorganisation), or an administrator or receiver is appointed over its assets, or it ceases to carry on business.

13.3 The Company shall, in addition to all other rights, be entitled to terminate this Agreement without notice if any membership fees or charges remain unpaid beyond 30 days of the due date.

13.4 Upon termination (for whatever reason), both parties shall promptly return all materials received from the other under the Membership Agreement.

13.5 The Member shall not assign or transfer any part of its rights or obligations under the Membership Agreement without the prior written consent of the Company.

13.6 The Company may assign or subcontract any of its rights or obligations under the Membership Agreement. The Member acknowledges that certain Membership Benefits may be provided by third parties.

14. FORCE MAJEURE

14.1 Neither party shall be held liable for a Force-majeure Event.

14.2 If a party believes that a force-majeure Event has occurred, it shall immediately inform the other party of the start and (if feasible) the end of the force-majeure Event.

14.3 If performance of the Membership Agreement is impeded for more than 6 months due to a Force Majeure Event, either party may terminate without liability by giving written notice.

15. .MISCELLANEOUS
    
    

15.1 The Company reserves the right to modify or discontinue, temporarily or permanently, any aspect of the Membership Benefits with or without notice, and shall not be liable to the Member or any third party for such modification or discontinuance, save for returning any prepaid sums for benefits that are not provided.

15.2 The Company shall be free to provide similar services or memberships to third parties during or after the term of this Membership Agreement.

15.3 During the term of the Membership and for 12 months thereafter, the Member agrees not to employ or engage or offer employment or engagement to any person designated by the Company to work on the Membership Benefits, without the Company’s prior written consent.

15.4 Failure or delay by either party to enforce any right or remedy under these Terms shall not be deemed a waiver of such rights.

15.5 If any term of these Terms is found illegal, invalid, or unenforceable, it shall be deemed omitted to the extent it is severable, and shall not affect the legality, validity, or enforceability of the remaining terms.

15.6 Any valid alteration or variation of these Terms must be in writing and signed by duly authorized representatives of both parties.

15.7 A person who is not a party to this Membership Agreement shall not have any rights under or in connection with it.

15.8 All notices must be in writing to the Company at anna@qsecdef.com or such other address as the Company may designate.

16. .SUCCESSORS AND ASSIGNS
    
    

In the event that Quantum Security and Defence Working Group Limited (the “Company”) is acquired, merged, or otherwise undergoes a transfer of its business, assets, or control (a “Change of Control”), this Membership Agreement shall automatically bind and inure to the benefit of, and remain enforceable against, any successor, acquirer, or assignee of the Company, without the need for any further action or consent by the Member. Any such acquirer shall notify the Member in writing within a reasonable time of the Change of Control and confirm it accepts all terms of this Membership Agreement.

17. ENTIRE AGREEMENT
    
    

The parties acknowledge and agree that this Membership Agreement supersedes any prior agreement, understanding, or arrangement between them, whether made orally or in writing, and constitutes the entire agreement relating to the Membership Benefits. Except as expressly provided, all other conditions and warranties (implied, statutory, or otherwise) are excluded to the fullest extent permitted by law.

18. LAW AND JURISDICTION
    
    

18.1 The Company and the Member shall seek to settle any disputes arising out of or in connection with the Membership through good-faith negotiation. Either party may take legal action if a dispute cannot be resolved amicably.

18.2 This Membership Agreement shall be governed by and construed in accordance with the law of England and Wales, and the parties hereby submit to the non-exclusive jurisdiction of the English and Welsh courts.