|Member Terms and Conditions|
Agile Business Consortium Terms and Conditions of Full Membership
These form part of the Full Membership Application Form and are referred to below as 'these terms'.
Full Members are formal members of the Company and have voting rights.
Full Members agree to be bound by the Articles and Memorandum of Association of the Agile Business Consortium Limited.
Full Members agree to guarantee the Agile Business Consortium up to a maximum of £1.00 (one pound).
These terms apply to Individual, Corporate, Academic and Charity categories of Full Membership.
DSDM, AgilePM, AgileBA and Atern are registered trademarks of Agile Business Consortium Limited in the United Kingdom and other countries.
1.1 The corporate body, organisation or individual named overleaf (‘the Full Member’) wishing to join the Agile Business Consortium, a not-for-profit company limited by guarantee incorporated as Agile Business Consortium Limited (a company registered in England under number 3030597, whose registered office is at Henwood House, Henwood, Ashford, Kent, TN24 8DH, United Kingdom) (‘the Consortium’) agrees to support the objectives of the Consortium, as set out in the Consortium’s Memorandum of Association, and not to take any action which conflicts with or prejudices those objectives. The Full Member also agrees to comply with the Articles of Association of the Consortium as relevant and any other regulations in force from time to time.
1.2 For the purposes of these terms, ‘Framework’ means the method or framework for application development or project management or project delivery developed and updated by the Consortium from time to time. The Full Member acknowledges that the Consortium exists to promote, prudently manage and seek continually to improve the Framework on a collaborative basis. The Full Member is encouraged to engage with the Agile Business Consortium Technical Work Group in seeking to improve and evolve the Framework for the benefit of the whole community.
1.3 The Full Member agrees to comply with instructions or directions from the Management Committee of the Consortium relating to Agile Business Consortium matters, the Framework or the Consortium from time to time.
1.4 No corporate body or organisation or individual shall be admitted as a Full Member unless approved by the Management Committee.
1.5 Full Members are formal Members of the Company and as such have voting rights at General Meetings of the Company. Full Membership is a prerequisite for any individual wishing to stand for election to the Agile Business Consortium Board.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 For the purposes of these terms, 'intellectual property rights' means all copyright, database rights, moral rights, patents, trade marks (registered and unregistered), domain names, registered designs and design rights, any applications and rights to apply for any of the above, and any other intellectual or industrial property rights, rights in relation to confidential information, know-how, show-how and inventions, unfair competition rights, and any similar rights to any of the above in any jurisdiction in the world. ‘Trade Marks’ means the trade marks ‘DSDM’ and Atern, AgilePM, the name ‘Agile Business Consortium', and any other similar or related trade marks or trade names as the Consortium may use or register from time to time.
2.2 The Full Member acknowledges and agrees that all intellectual property rights in the Trade Marks, the Framework and all documents, CD ROMs, DVDs, discs, manuals, books and other media (including, without limitation, electronic media, and the Consortium website at www.agileconsortium.org [‘the Consortium Website’]) embodying all or part of the Framework ('the Materials') shall belong to and will at all times remain the property of the Consortium, subject to clause 2.7. The Full Member must not at any time, whether during or after termination or expiry of its Full Membership, represent, hold out or imply (whether directly or by conduct) that it owns, or has any rights (except as permitted by these terms) in the Framework or any intellectual property rights in the Framework.
2.3 In consideration of, and subject to, the Full Member complying with its obligations under these terms, the Consortium grants the Full Member a non-exclusive, royalty-free, non-transferable, non-sublicensable licence to use the Trade Marks:
(a) for the purposes of creating a hyperlink from the Full Member's website to the Consortium Website; and
(b) for the purposes of indicating that the Full Member is a current Full Member of the Consortium (for example, by including the Trade Marks on the Full Member's notepaper or website) and, where applicable, in accordance with a relevant separate accreditation issued by the Consortium, to indicate that the Full Member is an accredited DSDM Advanced Practitioner, DSDM Trainer, DSDM Project Manager, DSDM Coach, DSDM Consultant or DSDM Examiner, provided that at all times the Full Member complies with the Consortium's directions as to the use of the Trade Marks (including as to the placement, size, prominence, context and content of such use), and subject to the Consortium being entitled, in its absolute discretion and at any time, to require the Full Member to suspend, terminate or amend the form of such use of the Trade Marks for any reason.
2.4 Should the Full Member (or any employees, agents or associates of the Full Member) create or make any improvements, enhancements, alterations, modifications, additions, adaptations, translations or derivations to the Framework (‘Improvements’), whether on a voluntary or paid basis, through task or work groups or in any other capacity on behalf or at the direction of the Consortium, either now or in the future, the Full Member hereby assigns or undertakes to assign all intellectual property rights in those Improvements, and in any and all media embodying or recording those Improvements, to the Consortium at no cost to the Consortium. The Full Member shall in addition procure that any applicable moral rights shall be waived. The Full Member agrees to execute such assignment and waiver documents and provide such assistance as the Consortium may require to secure the vesting in the Consortium of all those intellectual property rights.
2.5 The ownership of intellectual property rights in the Framework and the Trade Marks by the Consortium as described above must be made clear by the Full Member at all times (whether the Full Member uses the Framework, in whole or in part, and whether as a base or source for its own method or framework). In particular:
(a) all documents, discs or other media used, formulated, copied or otherwise produced by the Full Member embodying the Framework (or any part of it), shall include a clear statement at the commencement of the same, as follows: ‘© Agile Business Consortium Limited [relevant date]. All rights reserved'.
(b) any usage of the Trade Marks should be accompanied by the symbol ‘TM’ or, if advised by the Consortium ‘®’, together with the legend : 'the Trade Marks “DSDM” and any other trademarks as may be notified by the Consortium to the Full Member from time to time are registered trade marks of Agile Business Consortium Limited.
2.6 Should the Full Member become aware of any actual or likely infringement of any of the Consortium’s intellectual property rights, it shall use reasonable endeavours immediately to inform the Consortium, giving full particulars of those circumstances, and, at the Consortium’s expense, will co-operate in taking action, legal or otherwise, against such infringement. The Full Member will make no comment or admission to any third party in respect of those circumstances.
2.7 The Full Member agrees that all goodwill arising in connection with the Trade Marks or generally in connection with the Framework or the Consortium shall belong to and be vested in the Consortium. The Full Member will not obtain or claim any right, title or interest in or to the Trade Marks except the licence granted under clause 2.3 herein.
2.8 In the case of claims relating to infringement of the Trade Marks the Consortium reserves the right to require the Full Member to cease to use the Trade Marks or any of them.
2.9 The Full Member shall only make use of the Trade Marks for and consistent with the purposes authorised in these terms and, in particular, shall not use the Trade Marks in any way which would tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public, or be materially detrimental to or inconsistent with the good name, goodwill, reputation and image of the Consortium.
2.10 The Full Member shall not use the Trade Marks accompanied by other trade marks (whether registered or not); or by other words describing the Framework, unless the Trade Marks are sufficiently distinguished from the surrounding and adjacent text and the Consortium is clearly identified as the proprietor of the Trade Marks.
2.11 The Full Member shall not adopt or use any trade mark, symbol or device which incorporates or is confusingly similar to, or is a simulation or colourable imitation of, the Trade Marks, or unfairly competes with the Trade Marks. The Full Member shall not at any time, whether during or after Full Membership of the Consortium, apply anywhere in the world to register any trade marks identical to or so nearly resembling the Trade Marks as to be likely to deceive or cause confusion.
2.12 The Full Member shall not at any time, whether during or after termination or expiry of its Full Membership of the Consortium, use the Trade Marks as part of any corporate business or trading name or style of the Full Member.
3. MARKETING AND TRAINING
3.1 Full Members may not state or imply that training courses are approved by the Consortium or are accredited to the Consortium or are conducted by certified DSDM Trainers unless this is actually the case. Breach of this requirement shall entitle the Consortium immediately to terminate membership. The Full Member acknowledges and agrees to enter into the separate Agreement with the Agile Business Consortium known as Agile Business Consortium Accredited Training Organisation Agreement should it wish at any time to offer accredited Agile Business Consortium training courses.
4.1 The Full Member shall not commit the Consortium to any contractual or other liabilities or hold itself out as agent for the Consortium without the prior written consent of the Management Committee of the Consortium.
4.2 The Full Member agrees fully to indemnify and hold harmless the Consortium against any costs, liabilities and damages which may be incurred by the Consortium as a direct result of the activities of the Full Member, whether in breach of the terms of Full Membership, or more generally in relation to the Framework or the Trade Marks. Consequential loss shall not be included in the foregoing indemnity. Loss of profits, failure to win contracts, and diversion of management time to resolving issues, shall be deemed to be consequential loss for the above purposes.
4.3 With the exception of liability for death or personal injury caused by its negligence, the Consortium shall not be liable to the Full Member for any costs, liabilities or damages which the Full Member may incur through its Full Membership of the Consortium, other than through fraud or gross negligence on the part of the Consortium. The Consortium gives no warranty or undertaking as to (i) the condition, quality, performance, suitability or fitness for purpose of the Framework, (ii) the validity of the Trade Marks, and (ii) the use by the Full Member of the Framework and the Trade Marks not infringing the rights of any third parties. The Consortium warrants that to the best of its knowledge and belief it is [or its associated organisations are] the owner of all intellectual property rights in the Framework, the Trade Marks and the Materials. Notwithstanding the foregoing, all intellectual property rights purported to be licensed under these terms are licensed to the extent that they are owned by the Consortium or that the Consortium is duly authorised to license them.
Without limiting clause 4.3 in any way, the Full Member acknowledges that its access to the Full Members–Only Website will automatically cease after 12 months unless the renewal fees have been paid by that time.
5.1 The Full Member agrees to pay the Full Membership fees detailed on the Full Membership Form or as separately notified by the Consortium to the Full Member.
5.2 All sums properly invoiced to the Full Member by the Consortium must be paid within thirty days of the invoice date. If any such sum is outstanding for more than the 30 day period then from such time the Full Membership shall be terminated.
5.3 The Consortium reserves the right to alter the Full Membership fees from time to time.
6. ACCESS SECURITY
6.1 The Full Member's access to the Consortium Website must only be as permitted by the Consortium, and the Full Member agrees not to attempt to circumvent the security of the Consortium Website or to tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device or any underlying code or software.
7.1 The Consortium shall be entitled to terminate the Full Member’s Full Membership of the Consortium immediately by notice in writing on or after the occurrence of any of the following events:-
(a) any breach by the Full Member of any of its obligations under these terms (which, where capable of remedy, has not been remedied within 30 days of a notice requiring remedy); or
(b) the Full Member becoming the subject of a bankruptcy petition or bankruptcy order, or a receiver, administrator, administrative receiver or other encumbrancer taking possession of or being appointed over, or any distress execution or other process being levied or enforced (and not being discharged within seven days) upon, the whole or any part of the assets of the Full Member; or
(c) the Full Member ceasing or threatening to cease to carry on business or being or becoming unable to pay its debts; or
(d) the Full Member challenging or threatening to challenge the validity of the Trade Marks or any intellectual property rights owned by the Consortium in the Framework or the Materials; or
(e) any breach by the Full Member of the Consortium’s Articles of Association in force from time to time, or any act or omission of the Full Member which would lead to the Consortium breaching its Articles of Association.
7.2 The Full Member’s Full Membership of the Consortium will automatically expire at the end of the period referred to on the Full Membership Form, unless the Full Member has paid the requested Full Membership fee and this has been received by the Consortium no later than 30 days after the due date, in which case it will automatically renew for a further period of 12 months with effect from the due date.
7.3 In the event that the Full Member terminates its Corporate Full Membership and elects to replace this with Individual Full Membership for one or more of its individual staff, its membership under these terms will be deemed terminated, and the provisions of this clause 7 will automatically take effect.
7.4 Any termination or expiry of the Full Member's Full Membership (however occurring) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination or expiry.
8.1 No failure or delay by the Consortium in exercising any right under or in connection with these terms shall operate as a waiver of that right. No provision of these terms may be amended, waived, or discharged without the express written agreement of the Consortium.
8.2 All notices under these terms shall be in writing and may be delivered to the relevant party or sent by first class prepaid letter to the address of that party specified on the Full Membership Form or such other addresses as may be notified hereunder by that party from time to time for this purpose. Unless the contrary is proved, each such notice shall be deemed to have been given and delivered, if by letter 48 hours after posting, if by delivery, when left at the relevant address.
8.3 The Full Member and the Consortium agree to these terms as independent contractors and nothing shall be deemed to constitute any partnership, joint venture, employment or agency relationship between the parties.
8.4 If any provision of these terms is found to be invalid by a court of competent jurisdiction, this will not affect the validity of the remaining provisions of these terms, which will remain in force.
8.5 The Full Member may not assign, sub-license or sub-contract any of its rights or obligations under these terms to anyone else.
8.6 These terms shall be governed by English Law and, subject to clause 8.7 below, any dispute will be subject to the non-exclusive jurisdiction of the English courts.
8.7 In the event of any dispute arising under or in connection with these terms, then, at the election of the Consortium, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or another mediation procedure acceptable to both parties. To initiate a mediation the Consortium will give notice in writing to the Full Member requesting a mediation. The mediation will start not later than 30 days after the date of that notice.