MEMBERSHIP AGREEMENT

1. This is an agreement between you the member (Member) whose details are set out in Schedule 1 being one of the members of the Isles of Scilly Boat Hire Scheme for the operation and use of a boat (or boats) and other equipment supplied and managed by Isles of Scilly Boat HireLtd (IoSBH).
2. In consideration of the payment by you to IoSBH of the sum of XXXXX and the annual Management Fee throughout the Term (as later defined), IoSBH, will:
   1. supply a Boat of the model and the other equipment detailed in the Boat Specification set out in Schedule 2, for your exclusive use and enjoyment for the weeks specified in schedule 1 and in your Membership Certificate for the duration of the Isles of Scilly Boat HireScheme; and
   2. manage the operation of the boat and equipment specified in the Boat Specification in accordance with the Management Schedule set out in schedule 3; and
   3. issue you with a Membership Certificate specifying the scheme you are a Member of and the weeks purchased
3. Isles of Scilly Boat Hire Scheme commences on Start Date – End Date (the Term) Any unused weeks will be added to the end of the term.
4. In each calendar year, an annual Management Fee will be charged to you for each week purchased. The annual Management Fee is payable on or before 1st April in each year. The annual Management Fee is calculated to cover the annual operational and maintenance costs of the boat and equipment as detailed in the Management Schedule.
5. The annual Management fee is not payable if you intend to not use the boat and we are informed in writing before May 1st of that particular year.
6. The annual Management Fee includes the cost of insurance cover arranged through a broker specializing in (amongst other things) marine insurance. A copy of the policy and the policy schedule are set out in Schedule 4. It is each Member’s responsibility to adhere to all of the conditions of the policy. If the insurer declines to accept responsibility in relation to any incident then the Member having use of the boat at the time when the incident occurred will indemnify the other Isles of Scilly Boat Hire Scheme Members in relation to any costs claims demands proceedings liabilities or other expenses whatsoever arising out of that incident.
7. In the event of damage to the boat during use by you, repairs will be commissioned immediately (following notification by IOSBH to the insurance provider and other members) and you will cover the full cost of the repair or the Insurance excess, whichever is least.
8. You and/or other individuals nominated by you who may take charge of the boat will be required to demonstrate competence in handling the craft or hold a minimum qualification of RYA Level 2 certification, or equivalent, appropriate to the type of craft.
9. IOSBH will fund the cost of one free place on an RYA Powerboat Level 2 course as part of this agreement.
10. For the avoidance of, no hiring or chartering arrangements may be entered into.
11. You may only use the boat within the area covered by Admiralty Chart number 34 and you will return the boat to its mooring at the end of any period of use.
12. At the end of the Term, your right to the use of a boat in the weeks purchased will automatically come to an end and no further charges will be due from you.
13. IOSBH will indemnify you in relation to any additional expenses, costs or claims arising after the end of the Term.
14. You may:
    1. Terminate this agreement prior to the end of the Term by giving at least three months written notice to IOSBH and by returning your Membership Certificate to IOSBH. Your liability for the payment of annual Management Fees will cease with effect from the calendar year immediately following the year in which you return your certificate; and/or
    2. Sell or transfer your week[s] to any person of whom IOSBH shall approve, such approval not to be unreasonably withheld or delayed. The transferee shall upon the return by you to IOSBH of your Membership Certificate and upon his counter signature on a copy of your agreement stating that he agrees to be bound by its terms in all respects become a member of the Isles of Scilly Boat Hire Scheme and request his own Membership Certificate upon your’s being cancelled.
15. In either of the situations envisaged by clause 13 above:
    1. IOSBH shall have the right to charge an administration fee of such reasonable sum as it in its sole discretion thinks fit;
    2. The departing member shall settle in full all monies due by him in his capacity as a member of the Isles of Scilly Boat Hire Scheme up to and including the date of actual termination.
16. In the event of a dispute that cannot be resolved by mutual agreement then it shall be adjudicated by an arbiter appointed by the Secretary General of the R.Y.A.
17. IOSBH may terminate this agreement forthwith if after giving you notice of a breach by you of any of the provisions of this Agreement you have nonetheless failed to remedy the breach within 14 days of the date of the notice given to you. Upon termination you will return your Membership Certificate forthwith to IOSBH and your liability for the payment of annual Management Fees will cease with effect from the calendar year immediately following the year in which you return your certificate.
18. By signing this agreement you consent to us providing your name, contact postal address, e mail address and telephone numbers to other members of the Isles of Scilly Boat HireScheme.
19. In the event of late payment of any monies due under this agreement by the Member, IOSBH may claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998.
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21. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
22. A party shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
    1. Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
    2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
    3. terrorist attack, civil war, civil commotion or riots;
    4. nuclear, chemical or biological contamination or sonic boom;
    5. fire, explosion or accidental damage;
    6. extreme adverse weather conditions;
23. This agreement is personal to you and subject to the provisions of clause 13b above, you may not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement (or any document referred to in it), or purport to do any of the same
24. This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
25. You acknowledge that, in entering into this agreement, you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
26. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
27. Any notice required to be given under this agreement shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at, in the case of IOSBH its registered office address and in the case of the Member the address as set out below or such other address as may be notified for the purpos
28. Any notice or other communication shall be deemed to have been duly received:
    1. if delivered personally, when left at the address referred to in this clause; or
    2. if sent by pre-paid first class post or recorded delivery, at [3.00pm] on the second day after posting; or
    3. If delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
29. A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.
30. A person who is not a party to this agreement shall not have any rights under or in connection with it.
31. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
32. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
33. The schedules form part of this agreement