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THE BUSINESS
(Herein referred to as “the Business”)
REPRESENTED BY
in his capacity as Principle Member, he being duly authorised hereto, hereinafter collectively referred to as “The Member”, hereby applies for membership in the category of ORDINARY MEMBER and NETWORK COORDINATER of Certified Independent Sailmakers (Pty) Ltd, (hereinafter referred to as “CIS”).
It is agreed that acceptance of this application and continued membership is subject to the applicants meeting the requirements and binding themselves to the Code of Conduct of the CIS members as set out in the Code of Conduct Document attached hereto and performing the duties and responsibilities of the membership category’s as stipulated therein (hereinafter referred to as “the Code of Conduct”).

1. PURPOSE FOR MEMBERSHIP OF CIS

Independent sailmakers represent the greatest market segment of the global sail making industry. Membership of CIS will enable independent sailmaker members around the world to interact with one another, leading to the empowerment of the independent sailmaker as a business model for the benefit of all MEMBERS of CIS. Through the structuring of systems within this large market segment, the optimization of skills, technology and products available within this group, the coordination of marketing and advertising and procurement, the independent lofts are individually empowered to compete with the world’s biggest sail making groups. Membership of CIS will indicate that the independently owned loft is allied to a global network of independently owned lofts, demonstrating credibility as well as a global support network for the MEMBER’s products.

2. MEMBERSHIP AUTHORITY

The MEMBER and NETWORK COORDINATOR agree that the authority to approve, reject or terminate membership of CIS rests entirely with CIS and that no special circumstances nor outside authority shall have the right or power to override the decisions taken by CIS in this regard. CIS undertake not to act unreasonably but their sole discretion in this regard shall be binding on the parties hereto.

3. ELIGIBILITY

To qualify as an ORDINARY MEMBER of CIS the signatory must be the owner of the BUSINESS or a partner or director of the BUSINESS and declare that he or she is fully authorized to become a member on behalf of the BUSINESS.
Business structures that qualify for ordinary membership are:

SALES PERSON -An experienced sailor who does not have a loft or showroom, however sells sails manufactured by a CIS member and conform to the CIS standard and product range. This member must have access to quality sail repairs conveniently located for his market. No other sailmaking brand than either the BUSINESS brand or the CIS brand may be represented by this MEMBER.
AGENCY- A sailing related retail business with a showroom, open to the general public, that will act as an agency for CIS. Sails sold must manufactured by a CIS member and conform to the CIS standard and product range. This member must have access to quality sail repairs conveniently located for his market. No other sailmaking brand than either the BUSINESS brand or the CIS brand may be represented by this facility.
REPAIR LOFT- A sail repair loft that does not manufacture their own sails but offers sail repairs and outsources its sail manufacturing. The sails sold must conform to the CIS standard and product range. No other sailmaking brand than either the BUSINESS brand or the CIS brand may be represented at this facility.
FULL SERVICE LOFT- A sail loft that both manufactures and repairs sails. This loft may in addition outsource some of its manufacturing. The sails sold must conform to the CIS standard and be within the CIS product range. No other sailmaking brand than either the BUSINESS brand or the CIS brand may be represented at this facility.

4. COST OF MEMBERSHIP

Membership of CIS is free for all categories.

5. INDEPENDENT STATUS

I hereby confirm that I am the owner or the duly authorised member, representative or MEMBER of the BUSINESS and that I have the right to enter into this agreement on behalf of the BUSINESS.
I confirm that the BUSINESS” is independently owned and that it is represented in no more than two business locations or outlets.
I confirm that apart from the BUSINESS brand, neither the BUSINESS nor the MEMBER is allied to or represents another sail making group or brand or label in any way.
I confirm that should the BUSINESS or the MEMBER join a sail making group or begin in any other way to represent a sail making group or sail making brand other than CIS or the BUSINESS brand, the membership of CIS will automatically cease with immediate effect.

6. THE BUSINESS NAME

The MEMBER may elect to:
1. Continue using the trading name of THE BUSINESS or
2. Choose to trade as Certified Independent Sailmakers in their location.
Should the MEMBER elect to trade under the name of CIS, the business shall be known as Certified Independent Sailmakers or abbreviated to Certified Sails, followed by the name of the town and/or suburb in which the business operates. Should there be more than one member in the same area as the business of the MEMBER, the business will then use the name Certified Independent Sailmakers or abbreviated to Certified Sails followed by the name of the street in which the business is located.
Nothing in this agreement will constitute, or will be deemed to constitute, a partnership between CIS and the MEMBER or will constitute, or will be deemed to constitute, that the MEMBER is a member/shareholder of CIS for any purpose whatsoever, and the MEMBER will have no authority or power to bind the CIS or to contract in the name of CIS, or create a liability against CIS in any way or for any purpose.
The MEMBER shall in all correspondence, commercial documents and on the name plate or other signs at its place of business where it reflects the name of CIS, describe itself as a MEMBER of CIS and may not describe itself in any other capacity.

7. USE OF THE CIS LOGO

All bona fide members of CIS will receive the data files enabling them to display the logo in the following ways:
1. A member may choose to use their business logo and the words “A member of Certified Independent Sailmakers”.
2. A member may choose to use their business logo and place the CIS LOGO next to it.
3. A member may choose a combination of 1 and 2 above.
4. A member may choose to replace their logo with the CIS logo.
5. A member may choose to not display the CIS logo.
All members hereby agree that all rights to use of the name Certified Independent Sailmakers or any abbreviation thereof lies with Certified Independent Sailmakers (Pty) Ltd. This includes but is not limited to the use of the name for internet domains, social media domain names or any internet sites or pages.

8. MEMBERSHIP CATAGORIES

ORDINARY MEMBER
1. ORDINARY MEMBER Responsibilities:
  The MEMBER hereby undertakes:
  1. To strictly adhere to the Code of Conduct.
  2. To commit to maintaining internal communications between fellow members and CIS that affects the well-being of independent businesses in the sail making industry.
  3. To commit to the growth and maintenance of CIS as an entity recognized for its Business Ethics, Integrity and dedication to the advancement of all CIS members.
  4. To use its best endeavours to promote and uphold the name of the brand and its products throughout the Region and in all publications, to all potential purchasers and to work diligently towards promoting the integrity of the brand.
  5. To act in such a manner as it reasonably considers being most beneficial to the interests of CIS and its MEMBERS.
  6. To inform CIS in the event of any dispute arising between it and any customer in relation to the sale of its products.
  7. To refer to CIS all enquiries for its products from prospective customers, which it is unable to service, to enable CIS to refer such enquiry to other MEMBERS of the association for their benefit.
  8. To promptly bring to the notice of CIS any information received by the MEMBER which is likely to be of use or benefit to CIS and its MEMBERS in marketing of their products and to competing prices of comparable products being sold by their competitors.
  9. Not to assign, transfer, charge or in any manner make over, or purport to assign, transfer, charge or make over, this agreement or the rights thereunder, or any part thereof, without obtaining the prior consent in writing of CIS.
  10. Not to alter, remove or tamper with the CIS logos or marks.
  11. Not to incur any liability in the name of or on behalf of CIS or in any way pledge or purport to pledge CIS’s credit.
2. ORDINARY MEMBER Benefits:
  1. The right to display and advertise membership of CIS.
  2. The use of the CIS logo in the advertising of its BUSINESS and on its building and/or vehicles, vessels and products.
  3. Access to the CIS website members area with basic functionality including the MEMBERS FORUM.
  4. The ability to communicate and coordinate activities with other members.
  5. Use of the CIS product Line system and standards.
  6. The ability to share costs on projects that will benefit all parties such as boat shows and advertising.
NETWORK COORDINATOR
1. NETWORK COORDINATOR Responsibilities:
  1. To maintain open lines of communication between members in the NETWORK COORDINATOR’s NETWORK.
  2. To provide communication and feedback between members in the NETWORK COORDINATOR’s NETWORK and CIS.
  3. To coordinate with CIS group activities involving the members in the NETWORK COORDINATOR’s NETWORK.
  4. To actively recruit new CIS members.
2. NETWORK COORDINATOR Benefits:
  1. The right to display and advertise membership of CIS.
  2. The use of the CIS logo in the advertising of its BUSINESS and on its building and/or vehicles, vessels and products.
  3. Access to the CIS website members area with basic functionality including the MEMBERS FORUM.
  4. Use of the CIS Product Line System.
  5. Administration status of the sub group on the MEMBERS FORUM for the MEMBERs in the NETWORK COORDINATOR’s network.
  6. NETWORK COORDINATORS will earn commission on all products purchased on the CIS ordering system by MEMBERs within their network. Commissions will be set out from time to time on a separate commission schedule.

9. CIS NETWORK

Definition:
A CIS NETWORK is a group or team of CIS MEMBERS recruited by the NETWORK COORDINATOR, or passed on by CIS, or consensually passed on by another NETWORK COORDINATOR and registered with CIS, for which the NETWORK COORDINATOR undertakes the responsibility to coordinate activities of the NETWORK on behalf of CIS and for which the NETWORK COORDINATOR will receive commission on the business placed with CIS by the MEMBERS of his or her NETWORK.
CIS NETWORK RULES
1. Every MEMBER of a NETWORK must be bona fide MEMBER of CIS.
2. Only one MEMBER of a NETWORK may be a COORDINATOR for that NETWORK.
3. Should a MEMBER of an existing NETWORK wish to become a NETWORK COORDINATOR, he or she must register a new network and may not transfer any members of the NETWORK of which they were a member, or any other NETWORK to the new NETWORK, without permission in writing from the NETWORK COORDINATOR of the NETWORK from which they are leaving.
4. No geographical, regional, country or other borders apply to any CIS NETWORK.
5. No size restrictions apply to a CIS NETWORK.
6. There is no restriction on the number of CIS MEMBERS within any geographical area.
7. A large representation of CIS MEMBERS within a geographical area or close proximity to another CIS MEMBER will not be sufficient reason to decline MEMBERSHIP of CIS.
8. A NETWORK may coordinate and share activities such as marketing and advertising, promotions, boat shows, regattas, combining purchases to leverage prices, presenting seminars at yacht clubs or other venues, sponsoring events or any other activities that will be of mutual benefit to members of CIS.
9. CIS must be advised of all joint activities between CIS MEMBERS or between CIS NETWORKS.
10. All rules of privacy must be observed and MEMBERS lists and or personal details in whole or in part, may under no circumstances be shared, sold, or distributed in any way whatsoever

10. ONLINE MEMBERS FORUM

The MEMBERS FORUM is currently under construction. I agree that the MEMBERS FORUM is for the purpose of connecting with other independent sail making businesses, for sharing ideas, cultivating cooperation, seeking advice or assistance or sharing successes or failures relevant to sail making. The BUSINESS may be advertised for sale and adverts for staff are allowed. MEMBERS will be entitled to purchase advertising space on the MEMBER’S access area of the CIS website for products and services. CIS reserves the right to remove any content that it deems inappropriate.
The MEMBER hereby agrees to be bound by the rules of the MEMBERS FORUM as follows:
1. No advertising except as directed by CIS;
2. No inappropriate posts;
3. No posts that are not directly related to sail making;
4. No political posts;
5. No religious posts;
6. No denigrating or defaming other members of CIS or other brands.

11. PRIVACY

The MEMBER’s private information and or CIS data will never be given or sold to a third party including other members of CIS. MEMBERS will be able to communicate with other members through the online MEMBERS FORUM provided by CIS.

12. CODE OF CONDUCT

I have read and understood the Code of Conduct document and I agree to observe and be bound by the terms and conditions contained therein, including any amendments that may be made from time to time. I agree to ensure that employees of the BUSINESS observe and abide by the Code of Conduct, including any amendments thereto. The Code of Conduct forms part of this agreement.

13. ADVERTISING

CIS reserves the right to withdraw permission for the use of the CIS logo or any reference to CIS in advertising deemed inappropriate by CIS. Should THE MEMBER be unsure whether an advert is appropriate, they shall send a copy of the advert to CIS for acceptance before publishing. The use of the CIS logo or reference to CIS in any inappropriate manner may result in the immediate cancellation of the offender’s membership.

14. LIABILITY

I agree that CIS cannot be held liable for any losses that may occur or may be considered to have occurred by joining or leaving CIS and I acknowledge that I have entered into this agreement at my own free will. Membership of or Participation in CIS does not in any way entitle the BUSINESS or the MEMBER to ownership of CIS or any rights to the concept.

15. INDEMNITY

The MEMBER hereby indemnifies CIS and waives any right they may have to sue or make claims against CIS any of its directors, employees, members, partner agencies or institutions, by the BUSINESS, the MEMBER or their customers including but not limited to the matters arising from the cancellation by CIS of THE MEMBER’s CIS membership.

16. CONTACT DETAILS

The parties choose as domicilium citandi et executandi (address for service) of all notices and for the services of all processes the following addresses:

CIS may be contacted by email at admin@CISailmakers.com or
PO Box 735
Westville
3650
Durban
South Africa

The MEMBER’S address for service is as set out in the signature clause below. Any notice of any change of address must be given in writing by the party concerned and delivered by hand or sent by registered mail to the other party.

17. APPOINTMENT AND DURATION

Upon acceptance the MEMBER will be appointed as a MEMBER of CIS for an indefinite period from the date of acceptance by CIS which membership shall continue until terminated by notice in terms of the provisions of this Agreement on the terms and subject to the conditions hereinafter set out.

18. TERMINATION OF AGREEMENT

TERMINATION BY CIS
Without prejudice to any other remedies that CIS may have against the MEMBER, CIS will have the right at any time, by giving notice in writing to the MEMBER, to terminate the agreement forthwith in any of the following events:

ON BREACH.
1. If the is MEMBER a breach of any of the terms or conditions of this agreement.
ON LIQUIDATION OR INSOLVENCY.
1. If the MEMBER is sequestrated/placed in liquidation, whether compulsorily or voluntarily, or compounds with its creditors, or takes or suffers any similar action in consequence of debt.
ON PREVENTION OF PERFORMANCE OF DUTIES.
1. If, from any cause, the MEMBER is prevented from performing its duties hereunder for a period of 3 (Three) months or for a total period of 6 (Six) months in any one period of 12 (Twelve) calendar months.
ON PREJUDICIAL CONDUCT.
1. If the MEMBER is guilty of any conduct which, in the opinion of the CIS, is prejudicial to the CIS’s interests.
ON PURPORTED ASSIGNMENT
1. If the MEMBER purports to assign the burden or benefits, or purports to charge the benefits of this agreement without the consent in writing of the CIS.
TERMINATION BY NOTICE OF EITHER PARTY
Either party may terminate this agreement at any time after the expiration of 6 (Six) months from the date of acceptance of this agreement by giving to the other party 1 (one) month’s notice in writing sent to the domicilium address of the receiving party as set out above.
TERMINATION ON CIS CEASING TO CARRY ON BUSINESS
If at any time before the termination of this Agreement CIS ceases to carry on business, this agreement will forthwith terminate unless the rights and obligations of the CIS under this agreement are assigned to any bona fide third party.

19. LAW APPLICABLE

This agreement will be deemed to have been made in the Republic of South Africa and the construction, validity and performance of this agreement will be governed in all respects by South African law.

20. ARBITRATION

Any dispute, difference or question which may arise at any time hereafter between CIS and the MEMBER concerning the true construction of this agreement or the rights and liabilities of the parties shall be settled by Arbitration in accordance with the UNCITRAL Arbitration Rules as presently in force, for the decision of a single arbitrator to be agreed upon between the parties, which Arbitration shall be held in Durban, Republic of South Africa or, in default of agreement for 14 (FOURTEEN) days, to be appointed at the request of either party by the Chairperson of the Society of Advocates for the Province of KwaZulu Natal or any statutory modification or re-enactment of such Society for the time being in force.
In the event of any dispute concerning the amount of any moneys due or payable under this agreement by either party to the other, a certificate as to the amount, signed by the auditors for the time being of CIS, will be prima facie evidence of the amount.
In the event of any dispute concerning the definition of the NETWORK, arising out of, or in connection with any changes in the political status or geographical boundaries of the Territory, the decision of CIS thereon will be conclusive and binding.

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Business Represented