1 DEFINITIONS

In these Conditions, the subsequent words have the subsequent meaning:

1.1 ‘Application Form’ means the application form completed by the prospective Member submitted to the APP for the aim of applying for Membership.

1.2 ‘Member’ means the firm, company, organization or individual who is a member of the APP.

1.3 ‘Membership’ means membership of the APP by the Member.

1.4 ‘Membership Fee’ means the amount payable by the Member to the APP for the Membership annual period (which is subject to VAT).

1.5 ‘Membership Year’ means as defined at clause 2.1.

2 SUBSCRIPTIONS AND PAYMENT

2.1 Membership is on an annual basis, and the Membership Year starts on the month of registration with APP. (the ‘Membership Year’).

2.2 On acceptance of the prospective Member’s Application Form, the APP will issue an invoice to the Member for the first Membership period.

2.3 For subsequent Membership Years, the APP will issue an invoice to the Member for the Membership Fee on the 1st day of the month of registration.

2.4 The Membership Fee is reviewed annually and will be notified to members in writing.

2.5 The Membership Fee is payable in USD ($) only. Other possible currencies might be GBP (£) or Euros (€) but subject to confirmation.

2.6 Payments accepted are solely by bank transfer, with cost incurred by the Member making the payment. In the future the APP may, at its sole discretion, accept payment by credit card.

2.9 Members who make payments not in accordance with these Conditions which cause the APP to suffer exchange-rate losses of over 5 per cent of the sums due may be charged additional amounts to cover the APP’s costs (at the sole discretion of the APP).

2.10 The Member provides consent to the APP to carry out a credit search on the Member now or at a future date.

2.11 When a member merges, or is acquired by another member, 75% of the combined subscription in the 1st full year following the merger or acquisition will be required, after which future membership fees will be revaluated according to the existing criteria.

3 BENEFITS OF MEMBERSHIP

3.1 The benefits of Membership are detailed on the APP’s website at http://www.africanpowerplatform.org (as amended and updated by the APP from time to time).

3.2 Membership does not in any way constitute or can be converted into ownership of the APP.

3.3 Membership is meant for the Member and employees of the named Member. Parent, subsidiaries or other related companies or organisations of the Member are required to join the APP in their own right if employees of those companies or organisations wish to receive Member benefits.

4 MEMBER INFORMATION AND DATA PROTECTION

4.1 Member details provided by the Member are held electronically and are published on the APP’s website. In the future APP might include them as well in printed lists and publications.

4.2 Member details are held subject to the APP’s Privacy Policy and Disclaimer (as amended and updated by the APP from time to time).

5 TERMINATION AND NOTICE

5.1 Membership is continuous and automatically renewed on an annual basis until written notice is given by the Member to the APP in accordance with these Conditions.

Termination by the Member

5.2 One (1) month written notice of termination of Membership must be given by the Member to the APP.

5.3 Notice of termination pursuant to clause 5.2 must be delivered by email to membership@africanpowerplatform.org.

Notice of termination is not effective until acknowledged by the APP. Acknowledgement of notice of termination will be issued by the APP to the Member within 2 weeks of receipt of notice of termination.

5.4 The Member must contact the APP if acknowledgement of notice of termination is not received in accordance with this clause 5.

5.5 No refund will be made on termination of Membership for Membership Fees already received by the APP.

Termination by the APP

5.6 The APP may terminate the Member’s Membership at any time on giving reasonable notice to the Member.

5.7 The APP may terminate the Member’s Membership with immediate effect without giving prior notice if the APP considers that the Member has behaved in a manner or has been party to or associated with any act or omission which has brought, or could in the future bring, the APP into disrepute, including its Code of Conduct.

5.8 If Membership is terminated in accordance with clauses 5.6 or 5.7, no refund will be made of any Membership Fees already received by the APP.

5.9 Clauses 5.6 and 5.7 are without prejudice to clause 6.1.

6 COMPETITION AND ANTITRUST

6.1 If the APP, at their sole discretion, deems a Member to have colluded or taken part in anticompetitive behaviour, or to be intending to do so, then the APP may terminate that Member’s Membership immediately and without prior notice. For the purposes of this clause anti-competitive behaviour means any behaviour that the APP, at their sole discretion, deems to have as its aim the prevention or reduction of competition in a market, even if the acts and facts are not related to an African country.

7 AMENDMENTS TO CONDITIONS

7.1 These Conditions may be amended by the APP from time to time and any such amendments will be notified to the Members in writing.

8 COMPLAINTS

8.1 Should an APP member have a complaint regarding the APP, its Staff or any other Member, this should be notified by email to info@@africanpowerplatform.org.

9 LIMITATION OF LIABILITY

9.1 The APP shall have no liability for any damages, costs, claims, expenses, interest or other liability arising out of the performance or non-performance by the APP of its obligations under these Conditions.

9.2 Every Member undertakes to contribute to the assets of the APP. In the event of the APP being wound up either whilst a Member is a current Member, or within one year after a Member ceases to be a Member, each Member’s liability shall not exceed the sum of one USD ($1.00).

For the avoidance of doubt this shall embody any liability in relation to payment of any debts and liabilities of the APP, the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among Members.

10 THIRD PARTY RIGHTS

10.1 A person who is not a party to these Conditions shall not have any rights under the Contracts to enforce any term of these Conditions.

11 GOVERNING LAW AND JURISDICTION

11.1 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the European Union.

11.2 The APP and the Member irrevocably agree that the courts of a European Union member state shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).