Membership Terms and Conditions

SECTION B – MEMBERSHIP

SPECIFIC TERMS

1. DEFINITIONS AND INTERPRETATION
   • In this Section B the following words and expressions have the following meanings unless inconsistent with the context:

2. MEMBERSHIP CONDITONS FOR PROFESSIONAL MEMBERS

This Condition 2 of Section B shall apply to the Customer only to the extent it is, applies and/or becomes, a Professional Member and a reference to “Professional Member” shall (unless the context requires otherwise) be a reference to the Customer as a Professional Member.

• Where the Customer applies to become a Professional Member, TPI shall determine at its sole discretion whether the Customer, or the person that the Customer is applying on behalf of, shall be permitted to become a Professional Member.
• In applying to become a Professional Member, the Customer warrants that:
  • it has read and accepts the Code of Conduct and the Articles;
  • it has consented to TPI contacting any employer or former employer, trade or professional organisation, or accreditation, qualification or assessment body in order to determine the Customer’s suitability to become a Professional Member or to confirm the validity of any qualification or accreditation held by the Customer;
  • it has consented to TPI providing information to the Customer’s employer regarding the Customer’s membership status, participation and, where applicable, performance in courses, examinations, accreditations or events, and Qualifying Professional Development undertaken by the Customer;
  • all information provided by the Customer to TPI regarding the Customer’s application to become a Professional Member is complete, accurate and up to date;
  • it is not aware of any circumstances in relation to its application to become a Professional Member which TPI reasonably believes may bring TPI into disrepute or otherwise have a detrimental impact on TPI’s reputation, standing, Intellectual Property Rights and goodwill;
  • it is not Insolvent;
  • it has not been the subject of any Misconduct Procedure or otherwise previously been excluded from being a Professional Member for any reason.
• Unless otherwise stated by TPI, the Customer shall be an Affiliate Professional Member of TPI. TPI may at its sole discretion deem the Customer suitable to be an Enhanced Professional Member.
• Notwithstanding any agreement or approval by TPI to the Customer, or the prospective Professional Member that the Customer is applying on behalf of, becoming a Professional Member, the Customer shall not be deemed a Professional Member whilst any Application Fee or Subscription Fee is outstanding and shall not be entitled to do anything to hold themselves out as a Professional Member or otherwise associated or affiliated with TPI in any way.
• Whilst a Professional Member, the Customer shall, or where the Customer is not the Professional Member shall procure that the Professional Member shall:
  • comply with the Code of Conducts and the Articles;
  • maintain all necessary qualifications, approvals, accreditations or other requirements specified by TPI, including the applicable Membership Criteria;
  • promptly provide any information or documentation requested by TPI, whether to document compliance with the Membership Criteria or otherwise;
  • use reasonable endeavours to promote the aims and objectives of TPI;
  • not use TPI’s address in any advertisement or for any other business purpose;
  • in relation to the TPI Branding, comply with the TPI Usage Guide;
  • not do, or omit to do, anything which TPI reasonably believes may bring TPI into disrepute or otherwise have a detrimental impact on TPI’s reputation, standing, Intellectual Property Rights or goodwill;
  • immediately notify TPI of any criminal conviction it receives, other than convictions for motoring offences which do not attract a custodial sentence (whether suspended or otherwise); and
  • undertake, and record in the manner specified by TPI from time to time, a minimum of 15 hours of Qualifying Professional Development in each calendar year.
• Where a Professional Member fails to comply with the requirements of Condition 2.5 of this Section B, TPI shall be entitled to carry out misconduct proceedings in accordance with Condition 4 of this Section B.
• TPI shall be entitled to vary a Professional Member’s status at its’ sole discretion, including (but not limited to):
  • promoting an Affiliate Professional Member to an Enhanced Professional Member or an Enhanced Professional Member to an alternate Enhanced Professional Member status on that Professional Member meeting the Membership Criteria for the applicable Enhanced Professional Member status;
  • reducing the status of an Enhanced Professional Member to that of an Affiliate Professional Member or an alternate Enhanced Professional Member status where the Professional Member ceases to meet the Membership Criteria for their current Enhanced Professional Member status; and
  • reducing the status of an Enhanced Professional Member to that of an Affiliate Professional Member or an alternate Enhanced Professional Member status, as a result of any failure to comply with the requirements of Condition 2.5 of this Section B or following any misconduct proceedings in accordance with Condition 4 of this Section B.

3. MEMBERSHIP CONDITIONS FOR MEMBER FIRMS

This Condition 3 of Section B shall apply to the Customer to the extent it is, applies and/or becomes, a Member Firm and a reference to “Member Firm” shall (unless the context requires otherwise) be a reference to the Customer as a Member Firm.

• Where the Customer applies to become a Member Firm, TPI shall determine at its sole discretion whether the Customer shall be permitted to become a Member Firm.
• In applying to become a Member Firm, the Customer warrants that:
  • it has read and accepts the Code of Conduct, the Articles and the Standards;
  • all information provided by the Customer to TPI regarding the Customer’s application to become a Member Firm is complete, accurate and up to date;
  • it is not aware of any circumstances in relation to its application to become a Member Firm which TPI reasonably believes may bring TPI into disrepute or otherwise have a detrimental impact on TPI’s reputation, standing, Intellectual Property Rights and/or goodwill;
  • it is not Insolvent;
  • it has not been the subject of any Misconduct Procedure or otherwise previously been excluded from being a Member Firm for any reason.
• In assessing the suitability of the Customer for Member Firm membership and/or a Member Firm’s continued appointment thereafter, TPI reserves the right to carry out independent checks, to refer, if appropriate, to agencies, trade or professional bodies such as RICS, IRPM, NLG and so forth, or any background information and to consider this over and above any references required from the Customer’s clients, bankers and solicitors.
• Notwithstanding any agreement or approval by TPI to the Customer becoming a Member Firm, the Customer shall not be deemed a Member Firm whilst any Application Fee or Subscription Fee is outstanding and shall not be entitled to do anything to hold themselves out as a Member Firm or otherwise associated or affiliated with TPI in any way.
• Whilst a Member Firm, the Customer shall:
  • comply with the provisions of these Conditions, the Codes of Conduct, the Standards and the Articles;
  • maintain all necessary qualifications, approvals, accreditations or other requirements specified by TPI, including the applicable Membership Criteria;
  • promptly provide any information or documentation requested by TPI, whether to document compliance with the Membership Criteria or otherwise;
  • allow TPI to publish it’s name and principal or head office address;
  • use reasonable endeavours to promote the aims and objectives of TPI;
  • conduct its business in accordance with the highest professional and ethical standards;
  • inform TPI as soon as practicable of any findings made against it amounting to an intent to defraud leaseholders, unfairly prejudicial conduct or fraud, misfeasance or other misconduct of its management;
  • ensure that it maintains at all times a professional indemnity insurance policy with a reputable insurance provider which is appropriate to the size and nature of its business and provide evidence of such policy on appointment as a Member Firm and thereafter, annually on each renewal of such policy;
  • not use TPI’s address in any advertisement or for any other business purpose;
  • in relation to the TPI Branding, comply with the TPI Usage Guide; and
  • not do, or omit to do, anything which TPI reasonably believes may bring TPI into disrepute or otherwise have a detrimental impact on TPI’s reputation, standing, Intellectual Property Rights or goodwill.
• Where a Member Firm fails to comply with the requirements of Condition 3.5 of this Section B, TPI shall be entitled to carry out misconduct proceedings in accordance with Condition 5 of this Section B.
• A Member Firm shall not be entitled to share its membership, nor the rights granted under it, with any other legal entity. Where a Member Firm trades under more than one name, unless otherwise agreed by TPI in writing in its absolute discretion, only the Member Firm’s legal name may be held out as the Member Firm and used in connection with the TPI Branding.
• The Member Firm shall procure that any employee, partner, representative, agent, subsidiary or associated company of that Member Firm shall, to the extent that they are acting on behalf of the Member Firm, comply with the obligations set out in these Conditions.
• Any Member Firm that meets the criteria for Associate Member Firm status shall be entitled to apply for Associate Member Firm membership, in which event the following shall apply:
  • the granting of Associate Member Firm membership is entirely at the discretion of TPI who may refuse it at any time without appeal;
  • Associate Member Firms shall be granted the rights, and obliged to comply with the obligations, set out in the Membership Criteria to the extent such rights and obligations are stated to apply to Associate Member Firms;
  • an Associate Member Firm’s status as an Associate Member Firm shall automatically be revoked if the Associate Member Firm fails to obtain Member Firm status within 2 years of being granted Associate Member Firm status; and
  • Associate Member Firms shall be entitled to use the Associate TPI Branding in accordance with the terms of usage set out in the relevant TPI Usage Guide.
• Any Member Firm that meets the criteria for Partner Member Firm status shall be entitled to apply for Partner Member Firm membership, in which event the following shall apply:
  • the granting of Partner Member Firm status is entirely at the discretion of TPI who may refuse, terminate or amend it at any time without appeal;
  • Partner Member Firms shall be granted the rights, and obliged to comply with the obligations, set out in the Membership Criteria to the extent that such rights and obligations are stated to apply to Partner Member Firms; and
  • Partner Member Firms shall be entitled to use Partner TPI Branding in accordance with the terms of usage set out in the relevant TPI Usage Guide.
• Any Member Firm that meets the criteria for Network Member Firm status shall be entitled to apply for Network Member Firm membership, in which event the following shall apply:
  • the granting of Network Member Firm status is entirely at the discretion of TPI who may refuse, terminate or amend it at any time without appeal;
  • Network Member Firms shall be granted the rights, and obliged to comply with the obligations, set out in the Membership Criteria to the extent that such rights and obligations are stated to apply to Network Member Firms; and
  • Network Member Firms shall be entitled to use Network TPI Branding in accordance with the terms of usage set out in the relevant TPI Usage Guide.
• All Member Firms and Associate Member Firms shall ensure that it’s head or principal office administering and/or involved in the business of Block Management shall be accessible to the public during normal office hours. Post Office Box addresses or their equivalent are not acceptable. All Member Firms and Associate Member Firms must use and/or provide an alternative full postal address on their printed stationary and their publicity materials suitable for and recognised by the courts for service of notices and other legal proceedings.
• Where a Member Firm is not regulated by the Royal Institution of Chartered Surveyors or such other body as TPI may prescribe from time to time, such Member Firm:
  • shall provide TPI upon appointment as a Member Firm, and on an annual basis thereafter, with a certificate from their accountant or auditor in the form prescribed from time to time by TPI (provided always that such accountant or auditor is a member of one of the recognised and registered professional accounting bodies and is subject to the control and regulations thereof); or
  • may submit a copy of their RICS Annual Return and a copy of the results of any desk and/or site based reviews in lieu of an accountant or auditor’s report; and

a failure to provide such information shall permit TPI to carry out misconduct proceedings in accordance with Condition 5 of this Section B

• All Member Firms and Associate Member Firms (and all Partner Member Firms and Network Member Firms in relation to Condition 3.12(a) only) shall inform TPI as soon as practicable where:
  • there is a change in Control;
  • it assumes Control of the business of a Member Firm or Associate Member Firm;
  • it assumes Control of the business of a former Member Firm or Associate Member Firm; and/or
  • it assumes Control of any person in the business of Block Management (whether or not it is their main or principal business; and

TPI shall have the right to conduct an audit of any person or business that has been acquired by a Member Firm or Associate Member Firm where such person or the owners of such business (as applicable) were not Member Firms as at the time of the transfer. Such audits shall be carried out in accordance with TPI’s Guide to Audit as amended from time to time within such timescale as TPI shall determine and the acquiring Member Firm shall bear the cost of audit and any associated expenses.

4. SUBSCRIPTION FEES
   • The Customer shall pay the Application Fee and the Subscription Fee when applying to become a Member and the Subscription Fee annually during the Renewal Period.
   • The Application Fee is non-refundable, notwithstanding any decision regarding the Customer’s application to become a Member or to make an application for a prospective Member.
   • TPI will confirm the Subscription Fee for each year in writing at the start of each Renewal Period. For the avoidance of doubt, TPI is entitled to vary the Subscription Fee annually at its sole discretion.
   • In relation to Member Firms, TPI reserves the right to collect an additional charge or levy for such purposes as are deemed necessary for the good of TPI and the Member Firm shall be notified of such charge and the reasons thereof at least 28 days before payment is due.
   • The Application Fee, the Subscription Fee and any other fees payable under this Condition 4 of Section B are payable in accordance with Condition 4 of Section A.
5. MISCONDUCT OF A MEMBER
   • In the event that a Member:
     • fails to comply with these Conditions, including but not limited to Conditions 2.4 and 3.5 (as applicable) of Section B; or
     • is the subject of a complaint from a member of public, an employee or colleague of the Member (if applicable), another Member, the Board of Directors or any employee of TPI,

the Member acknowledges and agrees that TPI shall be entitled to deal with such under the Misconduct Procedure.

• Any decision made in accordance with the Misconduct Procedure shall be binding on the Member and TPI, including any decision to terminate the Member’s membership or to fine the Member.
• Any fine issued by TPI under the Misconduct Procedure shall be payable as an Additional Charge in accordance with Condition 4 of Section A.
• Condition 13 of Section A shall not apply to any dispute between a Member and TPI regarding the conduct of the Member until the process in this Condition 4 of Section B has been exhausted.

6. TERMINATION OF MEMBERSHIP
   • TPI shall be entitled to terminate a Member’s status as a Member immediately on notice to the Member if:
     • the Member ceases to meet the Membership Criteria;
     • the Member is Insolvent;
     • the Member (if it is a Professional Member) receives any criminal conviction, other than a conviction for motoring offences which does not attract a custodial sentence (whether suspended or otherwise);
     • TPI finds against the Member under the Misconduct Procedure;
     • TPI notifies the Member that it is in breach of these Conditions, the Code of Conduct, the Articles or (if the Member is a Member Firm) the Standards and the Member fails to remedy such breach within 10 Working Days of being notified of such breach in writing by TPI; or
     • the Member does anything which TPI reasonably believes may bring TPI into disrepute or otherwise have a detrimental or prejudicial impact on TPI’s reputation, standing, Intellectual Property Rights or goodwill.
   • TPI shall be entitled to terminate a Member’s status as a Member on 30 days’ written notice.
   • Where a Member does not pay the Subscription Fee when due during the Renewal Period, the Member’s status as a Member shall immediately terminate on expiry of the Renewal Period without any further notice being given to the Member.
   • A Member may terminate its status as a Member at any time by giving written notice to TPI, provided that where there are one or more complaints outstanding against a Member, TPI may at its absolute discretion refuse to accept a Member’s termination until such complaint(s) have been resolved.
   • On termination or expiry of the Member’s status as a Member:
     • the Member shall immediately cease to hold itself out as a Member, including but not limited to ceasing to use any logo, post-nominal or other identifier provided by TPI to Members;
     • the Member shall not be entitled to any refund of the Application Fee or the Subscription Fee;
     • where requested by TPI, the Member shall return any Deliverables which relate to, or which it has been provided with by virtue of, its’ status as a Member; and
     • unless otherwise expressly agreed in writing by TPI, any contract between TPI and the Member shall automatically terminate, including but not limited to any right to attend any event, course, examination or accreditation and any right to use any materials provided by TPI.
   • Where a Member has had it’s membership terminated by TPI but wishes to reapply for membership, TPI shall on a case-by-case basis establish the criteria which the Customer must fulfil in order to have it’s membership re-instated. The Customer will as a minimum be required to evidence that any and all issues leading to termination of its membership have been resolved and that any previous complaints against it have been resolved. TPI shall be entitled at its sole discretion to decide whether or not to re-instate a Customer’s membership.
7. LIMITATION OF LIABILITY
   • Except as expressly and specifically provided in these Conditions:
     • the Customer assumes sole responsibility for results obtained from the use of the Deliverables by the Customer, and for conclusions drawn from such use. TPI shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to TPI by the Customer in connection with the Deliverables, or any actions taken by TPI at the Customer's direction;
     • any information provided as part of the Deliverables does not constitute professional advice and is for educational purposes only. Information provided in the Deliverables is not a substitute for advice on the specific circumstances of the Customer or Individual or for the exercise of appropriate judgement, skill and care. Whilst every effort has been made to ensure the information in the Deliverables is accurate and up-to-date, TPI accepts no responsibility for any acts or omissions in relation to property management or any other subject matter of the Deliverables in whatever form;
     • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from the Contract; and
     • the Deliverables are provided to the Customer on an "as is" basis.
   • Subject to Condition 11 of Section A and Condition 1 of this Section B, TPI’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £10,000.