OMNI BUSINESS DEVELOPMENT NETWORK

MEMBERSHIP TERMS & CONDITIONS

1. ABOUT THESE TERMS

1.1

These Membership Terms & Conditions ("Terms") apply to membership of the Omni Business Development Network ("Omni").

1.2

The Omni Business Development Network is operated by Omni Local Ltd, Company Number 07965224, whose registered address is:

c/o Big Yellow Storage, Units 1–3 Wyvern Estate, Beverley Way, New Malden, KT3 4PH.

1.3

The Omni Business Development Network name, brand identity, logos, designs, branding, goodwill and associated intellectual property are personally owned by John Gower ("Brand Owner").

The Brand Owner has authorised Omni Local Ltd to operate the Omni Business Development Network and to use the Omni brand and associated intellectual property for that purpose.

1.4

In these Terms:

"Applicant" means a person or business submitting an application for Membership.

"Application Form" means the Membership application submitted to Omni.

"Member", "You" or "Your" means the person or business whose Membership application has been accepted by Omni.

"Membership" means the membership selected and accepted by Omni.

"Membership Term" means the fixed period of Membership selected and agreed at the time of application.

"Membership Fee" means the fee applicable to the Membership structure selected by You at the time of application.

"Meeting Fee" means any separate fee applicable to attendance at an individual meeting.

"Omni Contact Information" means information and contact details relating to Members, attendees, Team Members, prospective Members or other contacts obtained, received, developed or facilitated through participation in Omni.

"Omni Materials" means materials, documents, presentations, workbooks, systems, processes, templates, methodologies, training materials, databases, designs, content and other intellectual property belonging to or controlled by Omni or the Brand Owner.

"Team Member" means any person acting for or on behalf of Omni, including directors, employees, contractors, coordinators, volunteers, ambassadors, representatives and other authorised persons.

2. BUSINESS MEMBERSHIP

2.1

Omni operates as a business networking organisation.

2.2

Membership is intended for persons participating in connection with their trade, business, craft or profession.

2.3

By applying for Membership, You confirm that You are applying for Membership for business or professional purposes.

2.4

Where requested by Omni, You agree to provide sufficient information to establish the business or professional nature of Your application.

2.5

Nothing in these Terms excludes or restricts any statutory right or protection which cannot legally be excluded or restricted.

3. APPLICATION AND ACCEPTANCE

3.1

Completion of an Application Form constitutes an application for Membership and not an automatic entitlement to Membership.

3.2

Omni reserves the right to accept or decline an application.

3.3

Omni may request additional information before accepting an application.

3.4

Membership is only granted when:

a. the application has been accepted by Omni; and
b. the applicable Membership Fee has been received, or an agreed payment arrangement has been successfully established and confirmed.

3.5

By submitting an Application Form and making payment or establishing an agreed payment arrangement, You confirm that You have read and accepted these Terms and the documents expressly incorporated into them.

4. FORMATION OF THE MEMBERSHIP CONTRACT

4.1

The Membership contract is formed when Omni accepts the application and receives the required payment or confirms the agreed payment arrangement.

4.2

The contractual documents comprise:

• the Application Form;
• these Membership Terms & Conditions;
• the Membership information and structure applicable at the time of application; and
• any other document expressly incorporated into the Membership agreement.

4.3

Where there is a conflict between documents, the following order will apply unless expressly stated otherwise:

1. any mandatory legal requirement;
2. the Application Form and specific Membership agreement;
3. these Membership Terms & Conditions; and
4. other general Omni information.

5. MEMBERSHIP TERM

5.1

Membership is sold for a fixed Membership Term.

5.2

The Membership Term selected by You is recorded on Your Application Form, invoice, payment confirmation or other written Membership confirmation.

5.3

Where a Membership is payable by monthly instalments, the monthly payments are an instalment method for payment of the agreed Membership Fee for the entire fixed Membership Term.

5.4

A monthly payment arrangement does not create a separate month-to-month Membership.

5.5

Your Membership rights continue for the agreed Membership Term, subject to these Terms and any suspension or termination provisions.

6. MEMBERSHIP FEES

6.1

Membership Fees are not fixed within these Terms.

6.2

The applicable fee is the fee published and agreed at the date You apply and is confirmed through Your Application Form, invoice, payment confirmation or other Membership documentation.

6.3

Different Membership structures may have different fees, benefits and restrictions.

6.4

Future Membership fees may change, but any change will apply to future applications or renewals and will not retrospectively alter the agreed Membership Fee for an existing fixed Membership Term unless otherwise permitted by law or expressly agreed.

7. PAYMENT

7.1

Membership Fees may be paid by:

• credit or debit card;
• bank transfer;
• direct debit;
• recurring payment arrangement; or
• another payment method approved by Omni.

7.2

Where You select payment by instalments, You remain responsible for the full Membership Fee applicable to the agreed Membership Term.

7.3

Cancelling or stopping a direct debit, recurring payment arrangement or card authority does not by itself terminate the Membership contract or release You from Your contractual payment obligations.

7.4

If a payment fails, Omni may require the outstanding amount to be paid by another method.

7.5

Omni may suspend Membership benefits or access where payments are overdue, subject to applicable law.

7.6

Omni reserves the right to recover reasonable costs incurred in recovering overdue sums where permitted by law.

8. EARLY DEPARTURE FROM A FIXED MEMBERSHIP TERM

8.1

By selecting a fixed Membership Term, You are purchasing Membership for that entire term.

8.2

If You stop attending meetings, cease participating, decide that Membership is no longer required or otherwise choose to leave before the end of the Membership Term, this does not automatically terminate the fixed-term payment commitment.

8.3

Where monthly instalments have been agreed, the remaining instalments forming part of the agreed Membership Fee for the Membership Term remain payable, subject to any rights which cannot legally be excluded.

8.4

This is because the monthly payments are instalments towards the agreed price of the fixed-term Membership and are not a series of independently cancellable monthly memberships.

8.5

Omni may, at its discretion, agree to an alternative arrangement in writing, but is not obliged to do so.

9. REFUNDS

9.1

Membership Fees are non-refundable once paid, except where:

• a refund is required by law; or
• Omni expressly agrees otherwise in writing.

9.2

Non-attendance does not create a right to a refund or reduction in Membership Fees.

9.3

Where You have selected a fixed Membership Term, unused Membership time does not automatically create a refund or credit.

10. RENEWAL

10.1

Membership does not automatically renew.

10.2

Before the end of a Membership Term, Omni may invite You to renew.

10.3

A further Membership Term will only be established following Your agreement to renewal.

10.4

Any recurring payment arrangement for a new Membership Term must be separately authorised or confirmed as required by the relevant payment provider.

10.5

The fees and Membership structure applicable to a renewal will be those applicable and agreed at the time of renewal.

11. MEMBERSHIP TYPES AND GROUP ACCESS

11.1

Omni may offer different Membership structures.

11.2

The rights and restrictions applicable to Your Membership are those specified in the Membership structure You selected.

11.3 — Group-Only Membership

A Group-Only Member may attend their designated home group during their Membership Term.

11.4

A Group-Only Member may send a substitute to their designated home group where Omni permits substitutes.

11.5

A Group-Only Member may not send a substitute to another Omni group in their place.

11.6 — Full Membership

A Full Member may attend other Omni groups subject to:

• the rules applicable to that group;
• availability;
• any applicable Meeting Fee; and
• any other reasonable operational requirements.

11.7

Attendance at another group must be by the Member personally unless Omni expressly agrees otherwise.

11.8

A Member may not use a substitute to obtain additional group access beyond the rights attached to their Membership.

12. MEETINGS, VENUES AND GROUPS

12.1

Omni does not guarantee the continued operation of any particular group, venue, meeting date, time, format or location.

12.2

Omni may reasonably:

• change venues;
• change meeting dates or times;
• change meeting formats;
• suspend meetings;
• merge groups;
• close groups;
• establish new groups; or
• make other operational changes.

12.3

Where reasonably possible, Omni will provide Members with notice of material changes.

12.4

A change to a meeting arrangement does not automatically terminate a fixed Membership Term or create a right to a refund.

13. SUBSTITUTES

13.1

Where permitted, a substitute attends on behalf of the Member and does not acquire the Member's Membership.

13.2

A substitute is required to comply with applicable Omni rules concerning:

• confidentiality;
• data;
• contact information;
• intellectual property;
• photography;
• conduct; and
• prohibited use of the network.

13.3

The Member is responsible for ensuring that their substitute understands and complies with these requirements.

13.4

Membership may not otherwise be transferred, sold, assigned, lent or shared without Omni's written approval.

14. MEMBER REFERRAL EXTENSION

14.1

Where an existing Member introduces a person who subsequently becomes a paying Omni Member, the existing Member may receive a 30-day extension to their current Membership Term.

14.2

The referral will only qualify where the existing Member is named on the new Member's Application Form in response to the question asking who recommended or referred them.

14.3

The Application Form is Omni's definitive record for determining who made the qualifying introduction.

14.4

If the referring Member is not identified on the Application Form, no extension will be due.

14.5

The 30-day extension applies only to the first Membership Term of the newly introduced Member.

14.6

The extension does not apply to subsequent renewals.

14.7

The extension has no cash value and cannot be exchanged for cash.

15. MEMBER CONDUCT

15.1

Members must behave professionally, honestly and respectfully.

15.2

Members must comply with the Omni Code of Business Conduct.

15.3

Omni may take action where a Member engages in conduct including:

• threatening or violent behaviour;
• harassment;
• bullying;
• discriminatory behaviour;
• serious dishonesty;
• defamatory conduct;
• unlawful activity;
• serious misuse of Omni information;
• serious misuse of Omni intellectual property;
• behaviour which materially damages Omni's reputation or goodwill; or
• conduct which threatens the safety, integrity or proper operation of the network.

16. MEMBER-TO-MEMBER DISPUTES

16.1

Omni is a networking organisation and is not a mediator, arbitrator, investigator or adjudicator of private disputes between Members.

16.2

Omni will not ordinarily determine who is right or wrong in disputes concerning:

• services;
• contracts;
• payment;
• referrals;
• work undertaken;
• commercial relationships;
• representations; or
• other private matters.

16.3

Members are responsible for resolving disputes between themselves.

16.4

Omni will remain independent and impartial and will not be required to express an opinion or take sides.

16.5

Nothing in this section prevents Omni from taking action where the conduct itself may breach these Terms, the Code of Business Conduct or other Omni rules.

17. OMNI CONTACT INFORMATION

17.1

Omni may provide Members and attendees with information concerning other participants to facilitate legitimate networking.

17.2

Such information may include:

• name;
• business name;
• email address;
• telephone number;
• direct telephone number;
• business information; and
• other relevant contact information.

17.3

The information is provided for legitimate participation in the Omni network and business relationship building.

17.4

Omni Contact Information includes information obtained through:

• attendee lists;
• meetings;
• online meetings;
• WhatsApp groups;
• directories;
• introductions;
• referrals;
• presentations;
• emails;
• events;
• Team participation;
• Omni systems;
• private discussions arising from Omni; or
• relationships established or facilitated through Omni.

17.5

The restrictions in these Terms apply whether the information was obtained directly from Omni, from another Member or through a relationship developed through Omni.

18. PROHIBITED USE OF OMNI CONTACT INFORMATION

18.1

You must not use Omni Contact Information, or relationships or connections established or facilitated through Omni, for the purpose of:

• establishing another networking organisation;
• developing another networking organisation;
• operating another networking organisation;
• recruiting members for another networking organisation;
• inviting Omni Members to another networking organisation;
• promoting another networking organisation;
• populating another networking organisation;
• organising another networking organisation;
• assisting another networking organisation; or otherwise creating or supporting a competing or substantially similar networking environment.

18.2 

Forthe purposes of this Section, a networking organisation includes, but is not limited to, any networking group, business network, referral group, business club, business community, business forum, networking organisation or similar organisation or activity.

18.3

The restrictions in this Section apply whether or not the other organisation or activity directly competes with Omni or operates in the same geographical area.

18.4

The restrictions in this Section apply regardless of the method of communication or contact, including email, telephone, SMS, WhatsApp, LinkedIn, Facebook, Instagram, other social media, personal introduction, face-to-face communication or any other method.

18.5

A subsequent connection or communication through LinkedIn, social media, an online platform or any other means does not remove or override these restrictions where the underlying relationship or contact was established, developed or facilitated through Omni.

18.6

You must not attempt to circumvent these restrictions by using a different communication platform, intermediary, third party, colleague, employee, associate or any other person to undertake an activity that would otherwise be prohibited under this Section.

18.7

The restrictions in this Section apply during your Membership and continue after your Membership ends for so long as the information, contact details, relationships or connections remain subject to any applicable confidentiality, contractual, data protection or other lawful restriction.

18.8

Where Omni provides Members or Visitors with contact information relating to other Members, Visitors, attendees or other individuals connected with Omni, including attendance lists, such information is provided solely to facilitate genuine business networking and relationship-building between the individuals concerned. You must not copy, reproduce, forward, distribute, publish, sell, transfer or otherwise disclose such information to any third party, or use it for purposes unrelated to genuine business networking, including unsolicited marketing, bulk marketing, lead generation or the promotion of goods, services, events, organisations or networking groups. In particular, Omni Contact Information must not be used or shared for the purpose of establishing, developing, operating, recruiting for, promoting, populating or supporting another networking organisation or competing or substantially similar networking environment. These restrictions apply whether the information is provided directly by Omni, obtained through an Omni attendance list, meeting, event, online platform, group, introduction or other Omni-facilitated connection, and regardless of the method by which the information is subsequently used or shared.

19. INDEPENDENT RELATIONSHIPS

19.1

Nothing in these Terms prevents a Member from communicating with a person where the Member can demonstrate that the relevant relationship genuinely existed independently of Omni and was not obtained, developed or facilitated through Omni.

19.2

The restrictions in Sections 17 and 18 are intended to protect Omni's legitimate commercial interests in its network, relationships, database, goodwill and investment in developing those relationships.

20. DATA HARVESTING AND DATABASE MISUSE

You must not:

• scrape Omni systems;
• export Omni databases;
• bulk-copy attendee lists;
• systematically compile Member information;
• photograph or reproduce lists for unauthorised purposes;
• use software to extract Member information;
• create a separate database from Omni information for prohibited purposes; or
• otherwise systematically collect or exploit Omni Contact Information outside legitimate Omni networking purposes.

21. TEAM MEMBERS AND REPRESENTATIVES

21.1

You must not instruct, encourage, facilitate or permit an employee, contractor, representative, Team Member or other person acting on Your behalf to breach these Terms.

21.2

Where You provide Omni Contact Information to another person, You remain responsible for ensuring that the information is used lawfully and in accordance with these Terms.

21.3

Persons acting as Omni Team Members are also subject to the separate Omni Team Terms & Conditions.

22. CONTRACTUAL REMEDY FOR PROHIBITED USE

22.1

The parties acknowledge that Omni has legitimate commercial interests in protecting:

• its member relationships;
• its network;
• its goodwill;
• its database and contact information;
• its confidential information;
• its investment in developing the network;
• its brand; and
• the integrity and commercial value of the Omni community.

22.2

Where a Member materially breaches Sections 17–21 by using, disclosing, exploiting or facilitating the use of Omni Contact Information or an Omni-derived relationship for a prohibited purpose, the Member shall be liable to pay £5,000 plus VAT where properly chargeable, subject to applicable law.

22.3

The parties acknowledge that the commercial consequences of such a breach may be difficult to quantify precisely and that the agreed sum is intended to provide a contractual remedy reflecting Omni's legitimate interests.

22.4

The contractual remedy does not grant permission to use Omni Contact Information.

22.5

Payment of the contractual remedy does not give a Member permission to continue or repeat the prohibited conduct.

22.6

Omni reserves all other rights and remedies available to it, including seeking an injunction or other appropriate relief to prevent continuing or threatened misuse.

22.7

Nothing in this section limits the court's jurisdiction to determine the enforceability or application of the provision under applicable law.

23. CONFIDENTIALITY

23.1

Members must keep confidential information disclosed through Omni confidential.

23.2

Confidential information may include:

• private business information;
• financial information;
• business plans;
• strategic information;
• Member issues;
• prospective Member information;
• internal Omni discussions;
• Team discussions;
• commercially sensitive information;
• unpublished marketing plans; and
• information expressly provided in confidence.

23.3

Confidential information must not be disclosed, published, exploited or used for an unrelated commercial purpose.

23.4

Confidentiality obligations continue after Membership ends.

24. DATA PROTECTION

24.1

Omni will process personal information in accordance with applicable data-protection legislation and the Omni Privacy Policy.

24.2

The Privacy Policy explains how Omni collects, uses, stores and protects personal information.

24.3

Members must comply with applicable data-protection legislation when handling personal information received through Omni.

24.4

Receiving information from Omni does not give a Member unrestricted permission to use that information.

24.5

Nothing in these Terms replaces or overrides the Omni Privacy Policy.

25. MEMBER INFORMATION AND PUBLIC PROFILES

25.1

Members are responsible for ensuring that information provided to Omni is accurate.

25.2

Members should notify Omni of material changes to their information.

25.3

Information supplied for a public Omni directory or profile may be publicly visible and may be indexed by search engines.

25.4

Members are responsible for ensuring that information they provide for publication does not infringe another person's rights or contain unlawful, misleading or defamatory material.

26. PHOTOGRAPHY, VIDEO AND MARKETING

26.1

Omni may photograph or record meetings and events for legitimate marketing, promotional, educational and business-development purposes.

26.2

Such material may be used through:

• Omni websites;
• social media;
• digital advertising;
• email marketing;
• printed materials;
• presentations;
• videos;
• brochures; and
• other promotional channels.

26.3

Members acknowledge that other Members and Team Members may also take photographs or recordings at Omni events for legitimate business and promotional purposes.

26.4

Members must behave appropriately when photographing or recording at Omni events.

26.5

Where specific consent is legally required for a particular use, Omni will obtain or rely upon the appropriate lawful basis or consent.

27. INTELLECTUAL PROPERTY

27.1

All rights in the Omni brand and associated intellectual property remain with the Brand Owner or the relevant rights holder.

27.2

This includes:

• names;
• logos;
• trademarks;
• branding;
• designs;
• graphics;
• photographs;
• videos;
• presentations;
• workbooks;
• templates;
• training materials;
• website content;
• databases;
• systems;
• processes;
• methodologies; and
• other Omni Materials.

27.3

Membership does not transfer ownership of any intellectual property.

27.4

Members must not copy, reproduce, distribute, sell, licence, publish or commercially exploit Omni Materials without permission.

28. OMNI METHODOLOGY AND SYSTEMS

28.1

Omni has invested substantial time, resources and expertise in developing its networking systems, structures, processes, materials and methodologies.

28.2

Members must not use confidential or proprietary Omni Materials, systems, processes, templates or documented methodologies to reproduce, develop or support another networking organisation or substantially similar commercial networking operation.

28.3

This provision does not claim ownership over generic concepts or principles of business networking which are not proprietary to Omni.

29. USE OF OMNI NAME AND BRAND

29.1

Members may only use the Omni name, logo and branding as expressly authorised.

29.2

Members must not represent or imply that they are:

• an owner of Omni;
• a partner of Omni;
• an agent of Omni;
• an employee of Omni;
• an authorised representative of Omni; or
• otherwise authorised to bind Omni,

unless expressly authorised in writing.

29.3

Members must not create branding, websites, social-media profiles or marketing materials likely to cause confusion with Omni.

30. MEMBER CONTENT

30.1

Members retain ownership of intellectual property they independently create and provide to Omni, subject to third-party rights.

30.2

By providing content to Omni for publication or promotion, the Member grants Omni a non-exclusive, royalty-free licence to use, reproduce, modify, publish and display that content for operating and promoting Omni.

30.3

The Member confirms that they have the necessary rights to provide such content.

30.4

Omni may refuse or remove content that it reasonably considers unlawful, misleading, defamatory, offensive or inappropriate.

31. BUSINESS RESULTS AND MEMBER ENDORSEMENT

31.1

Omni does not guarantee:

• leads;
• referrals;
• introductions;
• sales;
• contracts;
• revenue;
• profit;
• business growth;
• attendance levels; or
• any particular commercial outcome.

31.2

Membership does not constitute an endorsement, certification, recommendation or guarantee of another Member or their business.

31.3

Members should carry out their own due diligence before entering into any commercial relationship with another Member.

32. MEMBER-TO-MEMBER TRANSACTIONS

32.1

Any transaction, referral, contract, purchase or business relationship between Members is entered into directly between those Members.

32.2

Omni is not a party to those transactions unless expressly agreed in writing.

32.3

Omni accepts no responsibility for the performance, quality, payment, conduct or outcome of a transaction between Members, subject to liabilities which cannot legally be excluded.

33. SUSPENSION AND TERMINATION BY OMNI

33.1

Omni may suspend or terminate Membership where a Member:

• materially breaches these Terms;
• fails to pay amounts due;
• misuses Omni Contact Information;
• attempts to establish or recruit for another networking organisation using Omni-derived contacts;
• misuses Omni intellectual property;
• seriously breaches confidentiality;
• engages in threatening, violent, discriminatory, harassing or seriously inappropriate behaviour;
• materially damages Omni's reputation or goodwill;
• engages in unlawful conduct; or
• otherwise materially threatens the safety, integrity or proper operation of the network.

33.2

Where reasonably appropriate, Omni may provide an opportunity to remedy a breach.

33.3

Omni may terminate immediately where the seriousness or nature of the conduct reasonably requires immediate action.

34. CONSEQUENCES OF TERMINATION

34.1

Termination because of a Member's breach does not automatically release the Member from payment obligations already incurred or other contractual obligations which survive termination.

34.2

No refund will normally be provided following termination for breach, subject to applicable law.

34.3

Omni retains any rights and remedies available to it.

35. EFFECT OF EXPIRY OR TERMINATION

35.1

When Membership ends, the Member's right to participate as a Member and receive Member-only benefits ends.

35.2

The Member must cease using Omni branding and Member-only materials unless otherwise authorised.

35.3

The following obligations continue after Membership ends:

• payment obligations;
• confidentiality;
• restrictions concerning Omni Contact Information;
• intellectual property;
• branding;
• prohibited-use restrictions;
• contractual remedies; and
• any other provision intended by its nature to continue.

35.4

Where legally required or reasonably requested, Members must cease using Omni Contact Information except where they have an independent lawful basis to retain or use it.

36. RETURN OR DELETION OF OMNI INFORMATION

36.1

Following termination or expiry, Omni may require a Member to cease using and, where legally appropriate, delete or return Omni Contact Information supplied through Omni.

36.2

Members must not retain copies for the purpose of establishing, developing, recruiting for or supporting another networking organisation.

36.3

This does not require deletion of information a Member is legally required to retain or has an independent lawful right to retain.

37. WEBSITE AND TECHNOLOGY

37.1

Omni will use reasonable efforts to maintain its websites and digital systems.

37.2

Omni does not guarantee uninterrupted availability.

37.3

Subject to liabilities which cannot legally be excluded, Omni is not responsible for losses arising solely from:

• website downtime;
• internet failures;
• third-party software;
• communication-platform failures;
• hosting failures;
• power failures;
• technology failures; or
• circumstances outside Omni's reasonable control.

38. THIRD-PARTY VENUES AND SERVICES

38.1

Omni may use third-party venues, technology providers, payment providers and other service providers.

38.2

Members must comply with reasonable rules imposed by venues and service providers.

38.3

Subject to liabilities which cannot legally be excluded, Omni is not responsible for matters arising solely from the acts or omissions of third-party providers.

39. FORCE MAJEURE

39.1

Omni will not be liable for failure or delay caused by circumstances beyond its reasonable control.

39.2

This may include:

• natural disasters;
• severe weather;
• fire;
• epidemic or pandemic;
• industrial action;
• government restrictions;
• venue closure;
• infrastructure failure;
• significant technology failure;
• power failure; or
• other circumstances beyond Omni's reasonable control.

40. LIABILITY

40.1

Nothing in these Terms excludes or limits liability which cannot legally be excluded or limited.

40.2

Subject to clause 40.1, Omni will not be liable for indirect or consequential loss or loss of:

• profit;
• revenue;
• business;
• contracts;
• anticipated savings;
• opportunity;
• goodwill; or
• reputation,

to the extent permitted by law.

40.3

Omni is not responsible for losses arising from the acts, omissions, representations, services or conduct of other Members.

40.4

Omni is not responsible for the outcome of referrals, introductions, business transactions or relationships between Members.

40.5

Any exclusion or limitation of liability applies only to the extent permitted by applicable law.

41. MEMBER INDEMNITY

41.1

To the extent permitted by law, a Member shall indemnify Omni and the Brand Owner against losses, claims, liabilities, costs and reasonable expenses arising from:

• the Member's breach of these Terms;
• unlawful conduct;
• misuse of Omni Contact Information;
• infringement of intellectual property rights;
• unauthorised use of Omni branding;
• breach of confidentiality; or
• actions by persons acting on the Member's behalf.

41.2

This indemnity does not apply to the extent that the relevant loss was caused by Omni's own negligence, breach or unlawful conduct.

42. TEAM MEMBERS

42.1

Where a Member becomes a Team Member or takes on a formal role within Omni, they must comply with the separate Omni Team Terms & Conditions.

42.2

Team Members are subject to additional obligations concerning:

• confidentiality;
• Member data;
• internal discussions;
• information received through Team participation;
• intellectual property;
• conflicts of interest;
• use of Omni systems; and
• protection of the Omni network.

42.3

Where the Team Terms impose additional obligations, those obligations apply in addition to these Membership Terms.

43. NO PARTNERSHIP OR AGENCY

43.1

Membership does not create a:

• partnership;
• joint venture;
• employment relationship;
• franchise;
• fiduciary relationship; or
• agency

between Omni and a Member.

43.2

No Member has authority to bind Omni unless expressly authorised in writing.

44. ASSIGNMENT

44.1

A Member may not assign, transfer, sell or otherwise dispose of Membership without Omni's prior written consent.

44.2

Omni may assign or transfer its rights and obligations where reasonably required as part of a restructuring, sale, transfer or reorganisation, subject to applicable law.

45. CHANGES TO THESE TERMS

45.1

Omni may update these Terms from time to time.

45.2

Changes may be required because of:

• changes in law;
• operational changes;
• changes to the network;
• new services;
• security requirements;
• administrative procedures; or
• changes to future Membership structures.

45.3

Any change will not retrospectively alter the fundamental financial commitment of an existing fixed Membership Term unless permitted by the existing contract or applicable law.

45.4

Updated Terms will apply to future applications and renewals from the stated effective date.

45.5

Where applicable law requires notice of a material change to an existing Member, Omni will provide that notice.

46. ELECTRONIC ACCEPTANCE AND RECORDS

46.1

Membership may be accepted electronically.

46.2

Electronic acceptance, including ticking an acceptance box, submitting an online application, making payment following presentation of these Terms, or otherwise expressly accepting the Terms, may constitute acceptance where legally effective.

46.3

Omni may retain records of:

• Applications;
• acceptance;
• payment;
• Membership status;
• Terms version;
• communications; and
• other relevant Membership records.

46.4

Members should retain a copy of the Terms applicable to their Membership.

47. ENTIRE AGREEMENT

47.1

The Application Form and these Terms, together with documents expressly incorporated into the Membership agreement, constitute the agreement concerning Membership.

47.2

They supersede previous agreements or understandings concerning the same subject matter, except where expressly agreed otherwise.

47.3

Nothing in this clause excludes liability for fraud or any other liability which cannot legally be excluded.

48. NO WAIVER

48.1

If Omni does not immediately enforce a right under these Terms, that does not mean that Omni has waived that right.

48.2

A waiver is only effective where expressly given in writing.

49. SEVERABILITY

49.1

If any provision is found to be invalid, unlawful or unenforceable, it will be modified or removed only to the extent necessary, and the remaining provisions will continue in force to the extent permitted by law.

50. NOTICES AND ELECTRONIC COMMUNICATION

50.1

Omni may communicate with Members by:

• email;
• electronic messaging;
• website;
• membership systems; or
• other electronic means.

50.2

Members are responsible for maintaining accurate contact information.

50.3

Electronic communications will be treated as received in accordance with applicable law and the ordinary operation of the relevant communication system.

51. GOVERNING LAW AND JURISDICTION

51.1

These Terms and the Membership relationship are governed by the laws of England and Wales.

51.2

Subject to any rights or protections which cannot legally be excluded, the courts of England and Wales shall have jurisdiction over disputes arising from or connected with these Terms or Membership.

52. DOCUMENTS FORMING PART OF THE OMNI MEMBERSHIP FRAMEWORK

The following documents may form part of the wider Omni Membership framework:

1. Membership Application Form
2. Membership Terms & Conditions
3. Omni Privacy Policy
4. Photography and Marketing Notice/Consent
5. Omni Code of Business Conduct
6. Omni Team Terms & Conditions, where applicable

Members must comply with the documents applicable to their Membership.

53. MEMBER DECLARATION AND ACCEPTANCE

By submitting an Application Form and making payment or establishing an agreed payment arrangement, You confirm that:

a. You have read and understood these Membership Terms & Conditions;

b. You have selected a specific Membership Term;

c. You understand that where Membership is payable by monthly instalments, those instalments are payments towards the agreed Membership Fee for the entire fixed Membership Term;

d. You understand that stopping attendance does not automatically terminate the fixed Membership Term or payment commitment;

e. You agree to comply with these Terms;

f. You agree to comply with the Omni Code of Business Conduct;

g. where applicable, You agree to comply with the Omni Team Terms & Conditions;

h. You understand that Omni Contact Information is provided for legitimate networking purposes and must not be used to establish, develop, promote, recruit for or support another networking organisation;

i. You understand that restrictions concerning Omni Contact Information and confidentiality may continue after Membership ends;

j. You understand that serious or material breaches may result in suspension or termination of Membership and Omni pursuing contractual or other legal remedies; and

k. You confirm that the information supplied in Your Application Form is accurate to the best of Your knowledge.