|2.1 The number of Free Tokens set out in this Agreement
2.2 Whilst a member the right to subscribe for an unlimited number of additional Tokens at a rate of 50 pence per Token under the Scheme
2.3 Whilst a member the right to use Tokens in the purchase of Facilities with other Corporate Members
2.4 Whilst a member to offer Tokens for sale through DTC's agency provided that:
2.4.1 Free Tokens may not be sold by a Member who acquires them through DTC until eleven months has expired since their receipt and
2.4.2 such Tokens shall not be offered for sale or trade other than through DTC or Corporate Members
2.4.3 On the sale of the tokens through DTC's agency the Corporate Members shall be entitled to payment of one half of the face value of the Tokens sold less a commission of 2.5% of the value of any such transaction payable to DTC
3. CORPORATE MEMBER'S OBLIGATIONS
The Corporate Member agrees:
3.1 To accept payment from Members for Facilities in Tokens at the full rate which would normally be charged for those Facilities but subject to availability
3.2 Not to sell Tokens other than through the agency of DTC who shall be entitled to a commission of 2.5% of the value of any sale or to trade them other than with Members
3.3 To respond to any requests for the use of Facilities from a Member within 24 hours of a request being made and thereafter to hold that Facility available for 48 hours
3.4 To ensure that all Facilities are correctly described on its website or pages on DTC's site giving details of its services and to comply with any request by DTC to make such description accurate
3.5 To provide on its website or (if none) its page on DTC's site accurate information as to its full rates for the use of Facilities and to provide those Facilities at that price (in Tokens)
3.6 To indemnify DTC against any liability arising out of any misrepresentation, breach of law or regulation, breach of contract or any other claim of whatever nature, made by the person (including but not limited to any corporate or governmental body) against it.
3.7 On any sale of its business to transfer its membership to the buyer, the Corporate Member having no entitlement from DTC to any refund for sums paid or Tokens purchased.
4. DTC'S OBLIGATIONS
4.1 To host the Scheme and to provide appropriate facilities for its maintenance
4.2 To promote the Scheme in such ways as it believes to be appropriate
4.3 To provide details of the Corporate Member's Facilities on its website unless
4.3.1 the details provided by the Corporate Member are incorrect, misleading or may in any way incur any liability
4.3.2 prevented from doing so for operational reasons beyond its reasonable control
5. TERM AND TERMINATION
5.1 This Agreement shall be renewed annually unless terminated by either party giving to the other not less than one month's notice except as otherwise provided in this Agreement. If notice is given of less than one month before the end of the subscription year that notice shall be ineffective to terminate this Agreement at that year end.
5.2 DTC may terminate this Agreement on grounds of failure of the Corporate Member to pay any subscriptions or any other amounts due under this Agreement or any breach by the Corporate Member of the terms and obligations of this Agreement.
5.3 DTC may terminate this Agreement in the event of the Corporate Member (being an individual) dying, becoming bankrupt or ceasing in business or (being a company) becoming insolvent, being wound up (except for the purposes of a solvent re-organisation) making arrangements with its creditors or allowing its goods to be distrained upon or ceasing in the business of providing Facilities.
5.4 DTC shall be entitled to terminated this Agreement where subscriptions are unpaid 30 days after invoice.
5.5 On termination the Corporate Member shall have no entitlement to the refunds of any payment made or to the acquisitions of its Tokens by DTC and will lose all rights to trade or sell such Tokens.
Any termination shall be without prejudice to the rights of the parties acquired prior to termination.
6.1 Tokens which have not been paid for in full may not be used as part of the Scheme until such payment has been made
6.2 Reservations made under the Scheme may only be cancelled at the discretion of the Corporate Member with whom the reservation is made
7. FORCE MAJEURE
Neither party will be liable for any delay in performing or failing to perform any of its obligations (other than a payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of this Agreement and the time for performance of the affected obligation will be extended by such period as is reasonable
All notices which are required to be given under this Agreement will be in writing and will be sent to the address of the recipient set out on the front page of this Agreement or such other address as the recipient may designate by notice given in accordance with this clause. Any such notice may be delivered personally, by first class pre-paid letter or facsimile transmission and will be deemed to have been received:
8.1 By hand delivery - at the time of delivery
8.2 By first class post - forty eight hours after the date of mailing
8.3 By facsimile transmission - immediately upon transmission providing a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next business day
9. THIRD PARTY RIGHTS
Nothing in this Agreement confers or purports to confer on any third party other than a successor in title to either party to this Agreement any benefit or any right to enforce any term of this Agreement
10.1 If any of the provisions of this Agreement is found by a court or other competent authority to be void or unenforceable it shall be deemed to be deleted from this Agreement and the remaining provisions shall continue to apply
10.2 The parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision found to be void or unenforceable
11. ENTIRE AGREEMENT
11.1 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and arrangements, written or oral. The parties acknowledge that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms and conditions of any purchase order or other correspondence and documents of the parties issued in connection with this Agreement will not apply unless expressly accepted in writing by the other party
11.2 Except as otherwise permitted by this Agreement no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties
12 GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the law of England and each party agrees to submit to the exclusive jurisdiction of the courts of England.