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1 Introductory

1.1 This document contains the membership rules which must be complied with by those businesses which are members of The Prompt Payer Register (The Register), an organisation established and administered by The Prompt Payer Register Limited (“Prompt Payer”) a private limited company, incorporated in England and Wales under number 4754927 and having its registered office at Andrews Road, Cardiff CF24 3DL.

2 Applications for Membership

2.1 Every application for membership of The Register must be supported by a completed application form in terms required by Prompt Payer, which will give details including applicant’s name, address and its business.

2.2 Each applicant for membership of The Register must also supply to Prompt Payer details of two suppliers who may be contacted as referees. In addition each applicant must also supply a reference including due diligence identity confirmation from either its solicitor or from its auditors, or, in the case of smaller companies, from a firm of chartered accountants engaged to produce its statutory annual accounts.

2.3 Prompt Payer will use all written information passed to it by applicants for membership for the purpose of determining whether the applicant is to be admitted to the membership of The Register or not.

3 Determination of Membership Applications

3.1 The decision whether or not to admit an applicant to membership of The Register will be taken exclusively by the Board of Directors of Prompt Payer (“The Board”).

3.2 The Board’s decision in relation to each application for membership shall be final. The Board need not give any reason for its decision, nor will the Board enter into any correspondence regarding its decision with any applicant for membership, or with any third party.

3.3 In relation to any application for membership, the Board’s decision may be to accept it, to reject it, or to accept it subject to any conditions the Board considers appropriate. In the case of a rejection of a membership application, the Board will within 14 days of its decision return all written information submitted by the applicant in support of its membership application.

3.4 On being admitted to membership of The Register, each member agrees that Prompt Payer may pass on all and any information which Prompt Payer has in its possession about that member to such credit reference and other like agencies and third parties as Prompt Payer deems appropriate.

4 Membership Rights

4.1 On admission to membership of The Register and thereafter whilst its membership continues:-

4.1.1 each member will receive a certificate of membership in a form designed by Prompt Payer, which the member may display at each place where it carries on business;

4.1.2 each member shall have its name and address displayed on the Web Site maintained by Prompt Payer (“the Web Site”);

4.1.3 each member will be licensed by Prompt Payer subject to paragraph 6 below to display the Prompt Payer Logo on its notepaper, stationery, and other printed marketing and corporate literature, vehicles, premises or web site.

5 Registration Fee and Membership Subscriptions

5.1 Each member of The Register shall pay to Prompt Payer:-

5.1.1 a registration fee on its first admission as a member; and

5.1.2 thereafter an annual membership subscription, which may be paid monthly by standing order, direct debit or such other manner agreed with Prompt Payer.

5.2 The amount of each member’s registration fee, and annual subscription shall be calculated by applying Prompt Payer’s Membership Payment Rates from time to time.
Prompt Payer’s Membership Payment Rates which are applicable at the time of a member’s joining The Register will be furnished to each member at the time of its admission. Prompt Payer reserves the right to increase its Membership Payment Rates at any time by giving not less than three months’ written notice of the change to each member.

6 The Prompt Payer Logo

6.1 The Prompt Payer Logo is a registered Trade Mark used under licence by Prompt Payer.

6.2 So long as its membership continues each member of The Register is licensed by Prompt Payer to use the Logo on its notepaper, stationery and other marketing and corporate literature, premises, vehicles and website and each member agrees:-

6.2.1 not to change the colour, size, or design of the Logo or otherwise use the Logo outside the permitted guidelines supplied to the member;

6.2.2 not to claim any right, title and interest in the Logo except for the licence granted to the member by Prompt Payer under this paragraph 6.

6.3 When requested in writing by Prompt Payer, each member agrees to supply to Prompt Payer, at the member’s cost, a sample of all notepaper, stationery and other printed and corporate literature used by the member on which the Logo appears.

7 Monitoring Member Compliance

7.1 For the purpose of monitoring each member’s compliance in making payment in accordance with the terms agreed with it’s creditors, each member of The Register authorises Prompt Payer to make such enquiries, whether written or oral, of such third parties as Prompt Payer deems expedient.

7.2 Following its enquiries, or otherwise in response to a complaint or other information received from a third party, Prompt Payer shall notify a member in writing of allegations of its default in complying with the terms of payment and provide to the member such written or other evidence of its alleged default as Prompt Payer considers reasonable to enable the member to fully answer the allegations made against it. Prompt Payer’s written notification shall invite the member to make its written representations to the Board of Prompt Payer within seven days.

7.3 Fourteen days after sending its written notification to a member under paragraph 7.2 above, the Board of Prompt Payer (or a sub-committee of the Board convened for the purpose) shall meet to further consider the allegations of the member’s default and the written representations submitted by the member.

7.4 At the meeting of the Board of Prompt Payer, or of its sub-committee, a determination shall be made, which shall be communicated in writing by Prompt Payer to the member within seven days, and which shall be final and binding on the member concerned.
The determination may be:-

7.4.1 to allow the member to continue as a member of The Register;

7.4.2 to allow the member to continue to remain a member of The Register subject to the imposition of conditions which the Board considers appropriate.

7.4.3 that the member shall cease to be a member of The Register forthwith or within a fixed period, not exceeding one month.

8 Termination of Membership

8.1 Apart from paragraph 7, the happening of the following events shall entitle Prompt Payer to forthwith give written notice to a member of The Register terminating its membership:-

8.1.1 the failure on the part of the member to make any payment due to Prompt Payer for twenty one days after such payment shall have become due;

8.1.2 the voluntary or compulsory liquidation of a member or the appointment of a receiver over its assets.

8.2 A member may terminate its membership of The Register by giving not less than three months’ written notice of termination to Prompt Payer.

9 Consequences of Termination

9.1 Following termination of its membership for any reason:-

9.1.1 a member shall immediately pay to Prompt Payer all membership subscriptions then due and owing to Prompt Payer;

9.1.2 a member shall immediately:- discontinue to use the Logo for any purpose whatsoever, the licence granted to the member by paragraph 7 having absolutely ceased and determined; cease to display at any of its business premises its certificate of membership of Prompt Payer, which certificate the member shall at its expense forthwith return to Prompt Payer; destroy all its remaining stocks of notepaper stationery and other printed marketing and corporate literature which display the Logo and confirm in writing to Prompt Payer that such destruction has been completed within seven days of the date of termination.

9.2 For the purpose of enabling Prompt Payer to verify a member’s compliance with its obligations contained in such paragraphs and above each member hereby authorises Prompt Payer and its chosen representatives to enter on any business premises of a member with or without prior notice during business hours to make such inspections and enquiries as Prompt Payer deems appropriate.

9.3 On ceasing to be a member of The Register following a determination made under paragraph 7.4.3 above, Prompt Payer reserves the right for a period of one year following the termination of membership, to continue to maintain a member’s details on the Web Site with the addition of the words “Membership terminated by default” or such other words, or graphics, of similar effect as Prompt Payer considers appropriate. In all other cases, Prompt Payer shall remove a member’s registration on the Web Site within one month of the termination of its membership.

10 Members Bound; Jurisdiction

10.1 Every member of The Register shall be bound by and must submit to these Rules, which shall be governed and construed in accordance with the laws of England and Wales.

10.2 All disputes arising in any way relating to the construction or interpretation of these Rules shall be subject to the jurisdiction of the courts of England and Wales.

11 Alteration of the Rules

11.1 These Rules may be repealed or altered, or new rules made by Prompt Payer, by giving not less than one month’s written notice of the changes to all the members of The Register.

12 Notices

12.1 Any notice required to be given to any member or to Prompt Payer may be served by sending the same by registered and recorded delivery post to the registered office of the recipient or to such other address as is shown in the records maintained by Prompt Payer as the principal place of business of the recipient.

13 Headings

13.1 The headings to these Rules are for ease of reference only and are not to be taken into account in their interpretation.