The Inner Circle Membership Agreement
Membership is subject to the terms of this agreement which we have attempted to keep as simple as possible. The agreement template is as follows – your agreement
This AGREEMENT is made the date of signing
The Accountancy practice joining The Inner Circle and Mark Lee whose business name is BookMarkLee
In this Agreement:
- “Member Firm” means the accountancy practice which has paid the Membership Fee.
- “Membership Fee” means the lump sum or monthly payments due by reference to this agreement.
- “Primary Member” means the person signing this agreement on behalf of the Member Firm.
- “Partner”, “Partners” includes the Primary Member and anyone from the same Member firm who attends a meeting in their place.
- “Primary Membership Period” means 12 months
- “Start date” means the first date on which the Membership Fee is paid.
- “We”, “Our”, “Us” each refer to Mark Lee and his authorised representatives
Basis of Agreement
We undertake to provide the services set out in Appendix A and the Member Firm agrees that their participation in The Inner Circle shall be governed by the Terms of Business set out in Appendix B.
Only like-minded forward thinking accountants can join The Inner Circle. Before applying to become a member please ensure you are willing to abide by the following key principles which form part of the Membership Agreement:
Membership Trust Principles
Member firms, Primary Members and Partners agree to:
- Share ideas, issues, challenges and solutions in an open and constructive way during meetings
- Respect fellow members’ views
- Comply with the confidentiality undertaking set out below so as to keep confidential everything anyone hears about other practices
- Attend at least 6 of the 12 meetings arranged during the primary period of membership
- Help keep The Inner Circle independent and free from bias
- Contribute ideas and suggestions to enhance the value members derive from The Inner Circle
We undertake to:
- remind all Partners attending meetings of The Inner Circle to keep all discussions confidential and of the need for compliance with the Chatham House Rule to protect that confidentiality.
- respect the confidentiality of all Member firms and to be equally bound by the Chatham House Rule.
The Member firm undertakes that they and all Partners will:
- protect the confidential nature of discussions at meetings of The Inner Circle in accordance with the Chatham House Rule.
- not disclose any of the financial terms of this or any supplementary Agreement between the parties to any person outside of their organisation.
Breach of these confidentiality undertakings by any of the Partners, unless required by law or a professional body, may result in the Member firm’s exclusion from The Inner Circle without refund.
The Chatham House Rule means that any reference to discussions at the meetings must be unattributed and the specific attendees should not be disclosed.
We will provide the following services to Member firms to ensure they can gain maximum benefit and value from their membership of The Inner Circle:
- Arrange and notify Primary Members in good time of the details of monthly meetings for The Inner Circle
- Organise and facilitate the discussion at such meetings so as to ensure Primary Members can gain maximum benefit
- Collate and share the key learning points and any actions to which Primary Members commit at the end of each meeting
- Make contact with Primary Members between meetings to support and prompt Members to take forwards the actions to which they commit
Further services and benefits may be provided from time to time to enhance the value of membership of The Inner Circle.
APPENDIX B – This is the heavier legal bit….
1.1 The Member Firm’s participation in the Inner Circle shall commence on the Start Date and shall continue until the end of the Primary Membership Period.
1.2 Throughout the Membership Period the Primary Member or a substitute Partner may attend each of the meetings referenced in Appendix A. This right will be curtailed in the event that payment of the Membership Fee is outstanding.
2. Mutual Rights
2.1 The Member Firm has the right to to renew their Membership but will not be obliged to do so.
2.2 We reserve the right to:
2.2.1. Vary the terms and conditions of this Agreement within reason by giving one month’s notice in writing of the variation.
2.2.2. Postpone or reschedule, or vary the scope or content of, any meetings, reviews, documents or materials scheduled or proposed in connection with The Inner Circle without prior notice.
2.2.3. Exclude from future meetings any Partners who are a disruptive influence and who we consider to be failing to behave in an acceptable manner during or between meetings of The Inner Circle.
2.3 Mark Lee retains all intellectual property rights (including, in particular, copyright) in all documents and other written materials, which are provided to the Member in connection with their membership of The Inner Circle. The Member Firm and all Partners undertake not to do or permit any act which would or might infringe Mark Lee’s rights in, and to keep in strict confidence and not to copy or disclose to any third party without Mark Lee’s prior written consent, any such document or other written materials or the contents of them.
2.4 In the event of a breach of any of the terms of this Agreement by the Member Firm or its Partners we have the right to terminate this Agreement in which event the Member Firm has no right to any refund of the unexpired portion of the Membership Fee.
2.5 The Member Firm acknowledges that, except where expressly agreed by Mark Lee, none of the meetings, reviews, documents or materials conducted or prepared in connection with The Inner Circle will be conducted or prepared specifically for the Member Firm.
2.6 Except where so agreed, the Member Firm shall not rely upon or otherwise act in accordance with any information or advice (in whatever form) derived from their Membership without first seeking advice in relation to the Member Firm’s specific requirements.
3.1 Mark Lee shall not be liable for any loss or damage (whether arising in contract, tort including negligence or otherwise) incurred by the Member Firm or the Partners acting in reliance upon or in accordance with any information or advice derived from their Membership.
3.2 Without prejudice, Mark Lee’s liability to the Member Firm and Partners for any loss or damage (whether arising in contract, tort including negligence or otherwise) incurred by the Member acting in reliance upon or in accordance with any information or advice (in whatever form) provided in connection with their Membership shall be limited to the quantum of the annual value of the Membership Fee. Mark Lee shall not be liable under any circumstances for any loss or damage, which is indirect or consequential.
4. Agreement Renewal
4.1 We will normally, but are not obliged to, invite the Member Firm to renew this Agreement for a further term. Subsequent renewals will also be optional for both parties.
5.1 If a dispute arises out of this Agreement, the parties will attempt to resolve this in good faith.
5.2 If the dispute cannot be settled through negotiation in good faith, the parties will seek to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure. The fees for the mediation will be borne equally by the parties.
6. Agreement and Law
6.1 The Member Firm shall not assign or delegate or otherwise deal with any of its rights or obligations under this Agreement without the express agreement of Mark Lee, which shall not be unreasonably withheld.
6.2 This Agreement contains the entire statement of terms of the Member Firm’s participation in The Inner Circle and, in the event of any conflict between this Agreement and any website, promotional materials or other document in connection with The Inner Circle, this Agreement shall prevail.
6.3 Neither the Member Firm nor the Partners shall adversely comment publicly, via any form of social media or issue any information or statement publicly concerning Mark Lee or The Inner Circle (or any part of it) without Mark Lee’s prior written consent.
6.4 This Agreement is governed by, and shall be construed in accordance with, English law and any claims and disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
6.5 If any provision of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such provision shall, insofar as it is severable from the remaining provisions, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining provisions.
7. Third Party Rights
7.1 A person who is not a party to this Agreement has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
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