International Fan Club of Chelsea Football Club Agreement Upon the acceptance of application for membership of International Fan Club of Chelsea Football Club (IFC of CFC) Or the Club: the relationship shall be guided under the following terms and conditions, as stated hereunder.   IT IS AGREED AS FOLLOWS: -   1.            INTERPRETATION AND PRELIMINARY          The headings of the clauses in this Agreement are for the purpose of reference and conveniences only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears -   1.1       Words imposing – IFC of CFC means International Fan Club of Chelsea Football Club Or the Club             The masculine gender shall include the feminine and vice versa; and               The singular include the plural and vice versa;   1.2       The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely-   1.2.1        "IFC" of "CFC" means International Fan Club of Chelsea Football Club Or the Club.   1.2.2        “Agreement” means this membership agreement of which, the application for membership form part;   1.2.3        “Acceptance Date” means the date on which IFC of CFC informs the applicant in writing of the acceptance of his application and appointment to become member.   1.2.4        “Business Day” means a day not a Saturday, Sunday or a public holiday in Nigeria;   1.2.5         "Products" means those services or physical products made available by the Club or any other products that may in future be made available through the Club for the purposes of the Members together with the Rules applicable to such products.   1.2.6        "IFC of CFC Rules" means the rules applicable to and binding on a member as may be amended from time to time in accordance with the Constitution of International Fan Club of Chelsea Football Club.     1.2.7        "Member" means a successful applicant whose application has been accepted by club’s executive after payment of all the requisite fees.   1.2.8        “Application for membership” means the application certificate form to be completed by a person desiring to be a member.   1.2.9        Any reference to written notice or notification includes short message services “sms” and any form of electronic communication or other methods of public announcements.   1.2.10    Any act requiring the approval of IFC of CFC shall bear the same meanings in schedules or annexure to this Agreement which do not themselves contain conflicting definitions.   1.2.11    The expiration or termination of this Agreement shall not affect the provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;   1.2.12    The rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply   1.2.13    The word “include”, “including” and “ in particular” shall be construed as being by way of example or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding word/s   2.      APPOINTMENT             The appointment of a member shall become effective on the Acceptance Date of the application and payment of requisite fees.   3.      RIGHTS AND OBLIGATIONS OF A MEMBER:   3.1       The member undertakes that he or she shall:                           Strictly comply with the terms of this Agreement and directions given in writing by IFC of CFC from time to time                           Observe the Club’s Constitution, all applicable laws, rules, regulations, codes of conduct and service standards relating in any manner to the performance of his obligations under this Agreement.                           Familiarize himself and remain up to date with the most current information published by IFC of CFC                           Introduce persons to IFC of CFC.                         Not make any representations or statement on behalf of IFC of CFC to third parties except as approved in writing by IFC of CFC or its accredited representative.                           Not institute proceedings against any third party in respect of any claim howsoever arising as a result of his appointment as a or in connection with his activities as a member, without the express prior written approval of the Club’s Executive Council.                           Subject to the member complying with his obligations under this agreement, the member shall be entitled to enjoy the facilities and products of the club in accordance with guideline stipulated by the Club’s Executive Council.   4.      PAYMENT                         The member shall pay a non-refundable application fee of N--------------------- For Classic, Gold and Platinum Members.                           The member (Classic Gold, Platinum) shall pay annual dues of …………….at the beginning of each year or as may be directed by the Board of Trustees / Executive Council from time to time.                           The member shall pay for any products being sold by the club at a subsidy.                           The club shall not be liable for any expenses, costs or disbursements of whatsoever nature incurred by the member in fulfilling its obligations under this Agreement.   5.1.1        The club may from time to time vary, replace, add to or remove any of the information contained on the Network/website by providing 30 (thirty) days’ written notice to the member. In the event of Information being varied, replaced, added to or removed such modification shall take effect on the first day of the month following the expiration of the 30 (thirty) days notice.     5.2  The Activities, Programmes and Products’ list is available upon request, whereupon a hardcopy will be made available to the member at the office of the Club.   MEMBERSHIP REPRESENTATIONS AND WARRANTIES 6.1       The member warrants, undertakes and represent to the club that;   6.1.1        All the information given by the member are accurate.   6.1.1        The member shall under no circumstances give financial advice in his capacity as a member in terms of this Agreement to a third party   6.1.2        The Club has appointed the member on the basis that the warranties are correct as at the acceptance date and will continue to be correct for the duration of this Agreement. All the warranties given by the member in terms of this Agreement are material and in the event of breach of any warranty, the Club shall, in addition to any remedies provided in this Agreement, be entitled to all the remedies available at law.   7.         INDEPENDENCE OF CONTRACT 7.1              The member is independent. Nothing herein will be construed as creating an employer – employee relationship for any purpose whatsoever of any relevant legislation that may normally be applicable to an employer – employee relationship the parties.   7.2              Member shall: -   7.2.1        Not be entitled to any of the benefits available to the club’s employees except the member is employed by the club.   7.2.2        Not have access to or operate from The Club’s premises or offices except on express permission of the Chairman of the Board Of Trustees.   7.2.3        Upon termination of this Agreement, not have any rights in respect of redundancy or retrenchment procedures, severance pay or other benefits generally afforded employees.   7.2.4        Nothing herein will be construed as creating a partnership, agency, or joint ventures between the parties and the member shall have no authority to:   7.3.1        Bind the club to any contract or agreement   7.3.2        Obtain any credit facilities either in the name of or on behalf of the club.   7.3.3        Incur any debt or other liability on behalf of the club.   7.3.4        Make any representations on behalf of the club except soliciting membership of the club from members of the public.   7.3.5        Accept, alter, discharge, waive or terminate any agreement on behalf of the Club.   8.                  TAXATION The member agrees that he shall be solely responsible for any tax liability (VAT) and withholding tax levy, charge or dedication of any kind, which may arises as a result of or pursuant to this Agreement and the implementation hereof.   9.         CONFIDENTIAL AND PERSONAL INFORMATION 9.1.For the purpose of this section, “personal information” means any information provided by a member or collected by a member in connection with this agreement (i) that identifies or can be used to identify, contact or locate the person to whom such information pertains, or (ii) from which identification or contract information of an individual person can be derived. Personal information includes, but is not limited to: name address, phone number, fax number, e-email address, identify number and credit/debit card or banking information and includes all details of a prospective member. Additionally, to the extent any other information is associated or combined with personal information, then such information also will be considered personal information.   9.2. The member undertakes to treat as strictly confidential all information of any nature whatsoever which he may obtain pursuant to this Agreement, howsoever such information may be disclosed to him including, without limiting the afore going, whether orally, visually or in electronic media.   9.3.Any confidential personal information, including trade secrets, know-how, techniques, methods of and operating costs, obtained by the member in performing his obligations under this Agreement is proprietary to the club and is being made available to him and/or will otherwise come into his possession solely for the purposes of fulfilling his obligations under this Agreement.   9.4.The member shall not disclose the club confidential information to any person other than as may be approved in writing by the club or as may be required by law.   9.5.The member shall take all necessary safety precautions to keep the club’s information confidential.   9.6.The member acknowledges and understand that the unauthorized disclosure of the club confidential information may give rise to damage of the Club.   9.7.The member shall not direct or indirectly use for his benefit or the benefit of any other person any of the Club’s confidential information other than for the purpose contemplated in this Agreement.   9.8.The member will not use, reproduce, copy or modify the club confidential information in any way except for the purpose of performing his obligation under this Agreement or on the specific written instructions from the club.   9.9.The member agrees that upon termination of this Agreement, the member shall return to the Club all copies of any document, hand-written notes, computer disks and other formats in which the Club’s confidential information is stored.   9.10.        The provision of this clause shall survive termination of this Agreement for any reason whatsoever.   10.    INTELLECTUAL PROPERTY RIGHTS AND MARKETING MATERIALS   10.1          All copyrights, trademarks, trade names, logos, designs, devises, patents, know-how and other intellectual property rights in any documents, drawings, data, marketing or material supplied by the club to the member in connection with this agreement shall remain vested in the Club.   10.2          The member shall not publish, sell or distribute any advertisement, training or other material, or conduct any marketing activities relating to or in connection with the Club its marketing methods or its products, without the prior written approval of the Club’s Executive.   10.3          The member shall not use any marketing materials and documents prepared by the Club for any purpose other than the purpose for which it was provided to the member under this Agreement   10.4          The member shall not send unsolicited advertising in the form of faxes or e-mail and shall not engage in spamming in order to promote the Club its marketing methods or products, unless such conducts is not contrary to any laws and has been approved in writing by the Club.   10.5          The member agrees that he shall not:   10.6          Use the name of the Club or any other trademark, trade name or logo of the club otherwise than strictly in accordance with this Agreement.   10.7          Form a company, firm or other entity incorporating as part of its name or logo of the club or any other trademark, trade name or any similar wording;   10.8          On the expiration or termination of this Agreement, the member shall cease making use of any of the club’s intellectual property rights and shall immediately deliver up the club’s documents, data, marketing and any material supplied to the member.   11.   INDEMNITY The member agrees to defend and hold the Club and its officers, Board of Trustees, employees, suppliers and consultants harmless against all claims, demands, fines, penalties, actions, proceedings, judgments, damages, losses, costs, expenses or other liabilities causes arising out of or in connection with any claim directly or indirectly relating to a wrongful act or omission by the member under this agreement, or any other wrongful or negligent act or breach of any of the members obligation under this Agreement.   12.    TERMINATION AND BREACH 12.1.1        Either party shall be entitled to terminate this Agreement, with or without cause, by giving not less 30 (thirty) days written notice of termination to the other.   12.1.2        Notwithstanding anything to the contrary herein contained the Club shall be entitled, without prejudice to any rights that it may have, including the right to claim damages from the member with or without specific performance, summarily terminate the membership of any person by giving written notice to him.   12.1.3        Membership is automatically lost if the member breaches any of the provisions of this Agreement and fails to remedy such breach within 7 (seven) days of written notice given to the member to remedy the beach;   12.1.4        Breaches any provisions of this agreement in circumstances where he has on 2 (two) previous occasions committed breach.   12.1.5        Falsifies any documents or record required by the club including but not limited to the application for membership form, or commits any other act of dishonesty.   12.1.6        Omits to act or commits any act which, in the reasonable opinion of the club adversely affects or is reasonably likely to adversely affect the goodwill or reputation of the club or any of its officers, members of board of Trustees, employees, contractors or the members;   12.1.7        Commits any act of insolvency   12.1.8        Acts or omits to act in a manner which causes the club to suffer loss or damage or which is likely to cause the club to suffer loss or damage.   12.1.9        Should the membership be terminated for any reason specified above the member shall forfeit the right and privileges in terms of this Agreement with effect from the date of termination.   12.1.10    If the club on reasonable grounds, suspects that a breach has been committed by the member the club may in its sole and unfettered discretion on written notice to the member immediately suspend the member pending the final investigation and report to the appropriate organ of the club.   12.1.11    For the duration of the suspension, the member shall not be entitled to enjoy any right or privileges.   13.               CESSION AND ASSIGNMENT The member shall not cede, delegate or assign any of his right and or obligations in terms of this Agreement without the express written prior consent of the club, which the club may grant in its sole and unfettered discretion. The club may freely cede, delegate or assign its rights and/or obligation hereunder.     14.      ADDRESS FOR SERVICES 14.1.1    The parties choose as their address for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses:   14.1.2    International Fan Club of Chelsea F.C C. to C. Plaza, Nkpokiti Ogui New Layout Enugu www.internatationalchelseafans.org THE MEMBER 14.1.3    The member’s address shall be the address set out in the application form submitted by the member.   14.1.4    Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing, but the club shall be competent to give notice by fax, e-mail or sms.   14.1.5    Either party may by notice to other party change the physical address chosen as its address for service to another physical address where postal delivery occurs in Nigeria or its postal address or its e-mail address, provided that the change shall become effective on the 7th business day from the deemed date of the receipt of the notice by the other party.   14.1.6    Any notice to a party –   14.1.7    Sent by prepaid post or courier in a correctly addressed envelope to its chosen address for services shall be deemed to have been received on the 7th business day after posting (unless the contrary is proved).   14.1.8    Delivered by hand to a responsible person during ordinary business hours at its chosen address for services shall be deemed to have been received on the day of delivery; or   14.1.9    Sent by fax or sms to its chosen fax or mobile telephone number shall be deemed to have been received on the day of dispatch (unless the contrary is proved);   14.1.10If sent by e-mail to its chosen e-mail address shall be deemed to have been received on the day of dispatch (unless the contrary is proved).   14.1.11Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.   15.      DISPUTE RESOLUTION 15.1     The procedures set out in Article13 of the Constitution of the Club shall be complied with in respect to any and all disputes or differences arising out of or in connection with this Agreement.   16.       LIMITATIONS OF LIABILITY Notwithstanding anything to the contrary, the Club shall not be liable to the member for any loss, damage, injury, death, or for any indirect or consequential loss of any kind howsoever arising, including but not limited to any damages suffered as a result of a defect in materials or loss or injury arising as a result of any defect in the Club’s retail products, equipment, venues or vehicles or as a result of the member attending any of the Club’s functions and regardless of whether caused by the negligence of the Club, its officers, employees, suppliers or consultants.   17.  WHOLE AGREEMENT, NOT AMENDMENT             This Agreement constitutes the whole Agreement between the parties and supersedes any other discussions, prior agreement and/or understandings regarding the subject matter hereof.             Not addition or modification to any provision of this Agreement will be binding on the parties unless made in writing and signed by an authorized representative of the club.   In witness Whereof the parties have set their respective hands and seal, the day and year first above written.