Founding Membership Terms and Conditions

These conditions apply to the Founding Membership tier.

1. Terms and conditions

1.1. These terms and conditions apply to all persons and organisations becoming members, listed on Bayanihan Circle website www.bayanihancircle.com (“site”). The Bayanihan Circle (“BC”) trades as a brand of Kalabaw Ltd, company number 14718309 .

By accepting this agreement, you agree to the following terms and conditions and that these prevail over any other terms and conditions.

1.2. These terms and conditions should be read in conjunction with our Website

2. Membership

2.1. Your Founding membership level will be charged on the basis of a monthly fee.

2.2 The resources and benefits available for each level of subscription and any restrictions on the use of such resources are as described in the membership pack, and may change from time to time.

2.3 At our discretion we may refuse any type of application and we shall not be obliged to state our reasons for such refusal or termination.

2.4 By purchasing the membership, you agree to:

2.4.1 follow the Bayanihan values; and

2.4.2 link back to the site from your business website

2.4.3 agree to The Bayanihan Circle Code of Conduct as contained in appendix A

2.5 During the term of this Agreement, Bayanihan Circle will publish an editorial-styled page on the site, which will include a link on the site to your business website. Bayanihan Circle will also mention you on its social media platforms. You and your business will also be added to our monthly newsletter and on our founding directory. You understand that this process takes time and, following commencement of your membership, Bayanihan Circle will publish these items within a reasonable time period.

2.6 As a condition of membership with Bayanihan Circle, you are required to provide our site users with a special offer during the term of this Agreement. Where this special offer is a discount code, you must ensure the discount code remains in full force and effect during the term of this Agreement. Founding Members are permitted to amend the special offer up to a maximum of four times on a yearly basis.

2.7 Although Bayanihan Circle will display links to your website and your special offers on the site, Bayanihan Circle does not warrant the quality of any goods or services, that they will be fit for purpose or any other matter whatsoever. You are fully responsible for all legal obligations in relation to your goods and services, and we do not accept any responsibility or liability in this regard.

2.8 Changes, within reason, can be made to your dedicated brand page and can be made up to four times per year for Founding Members. Should your business undergo a rebrand and your whole page requires a refresh, we may charge a small administration fee to amend your page.

2.9 you agree to subscribe to our mailing list. You will receive news, offers, events and courses.

3. Membership and Payment

3.1. Payment for fees should be paid monthly from the start of the membership. Fees are subject to change for subsequent years by Bayanihan Circle and you will be notified in writing of any change.

3.2. Payment for fees is to be made via the website and will be a subscription, settled monthly. We may terminate your membership and remove you from our platform if your payment fails and we are unable to contact you to collect this. If we are unable to process your membership payment successfully, our system will usually retry every 3 days using the existing payment method you added.We reserve the right to manually retry this payment(s) at any time on your existing payment method – or any new payment methods that you add to your account – to process any outstanding debts.

3.3 All products and materials within the membership will always remain the property of the business and are not to be reproduced or distributed.

3.4. In addition to the listing provided as part of your membership our site may

also offer the opportunity to purchase additional services, for added exposure or profiling. The fees for these shall be quoted and invoiced separately.

3.5. All fees are exclusive of Value Added Tax unless specified otherwise.

3.6. All fees are quoted in pounds sterling.

3.7. Payment is to be made upon acceptance of Bayanihan Circle terms

and conditions, either in full or by means of the first direct debit instalment.

3.8. Membership fees are non-refundable. If you wish to terminate your contract, you will be liable for the next full 1 month fee only.

3.9 The Bayanihan Circle pledges to donate 5% of your membership fee to our chosen charity partner(s) for that year. We will choose a charity to donate in time for Christmas.

4. Term of Subscription and Renewal

4.1. The membership will start from the day Bayanihan Circle notifies you of

your successful application and the terms and conditions are accepted.

4.2. Should you wish to cancel your membership subscription, please notify us in writing, via email at [email protected] 1 full month before your membership subscription is set to renew. If we do not receive a termination notification from you, your membership will be automatically renewed for a further year and your membership fee due in monthly instalments. We will reply to your email with an acknowledgement of your cancellation request. If you have not received this from us, please follow up with us within the notice period to make sure we have received your notice.

4.3. Either party may terminate a membership subscription in accordance with the provisions of clause 5 below.

4.4. This Agreement starts on the date of execution and will continue for a fixed term of one year and automatically be extended for each further year unless terminated with notice as outlined in 4.2 or in accordance with the termination provisions below. You may cancel your membership subscription at any time.

5. Termination

5.1. You may terminate your subscription of the site at any time by written notice of 1 full month and providing us with clear notice of your wish to terminate your membership.

5.2. We may terminate your membership and the contract between us on notice and

without any liability to make any refund or other payment to you in the following

circumstances:

5.2.1. you have breached these terms and conditions in any way;

5.2.2. you have committed a fundamental breach of the terms of our Website

5.2.3. If we believe that our brand listing criteria are not being met;

5.2.4. your continued subscription/affiliation with The Bayanihan Circle may in our reasonable opinion adversely affect our goodwill or reputation;

5.2.5. any payment is declined

5.2.6. you or we cease to carry on business, are declared bankrupt or enter into

an insolvency or administration procedure;

5.2.7. non-payment of membership fees

5.2.8 you are found to be operating illegally, are misrepresenting yourself or have links to criminal activity

5.3 In the event of a breach of this agreement, we reserve the right to immediately remove your brand page from The Bayanihan Circle platform.

5.4 In the event of us notifying you of a breach, you will have 7 days within which to

repair the breach, failing which the agreement will be terminated.

6. Consequences of Termination

6.1. Upon termination of this agreement, your brand page will be removed from site. We have no obligation to maintain any of your posted content or any content within our editorial section.

6.2. Any termination of this agreement shall not affect any rights or liabilities that have accrued to us prior to such termination.

7. Confidentiality

7.1 Confidential Information shall mean any and all technical and non-technical information including but not limited to, copyright, trade secret and proprietary information, designs, design concepts, drawings, inventions, know-how, software programmes or other information, relating to current, future and proposed products and services of each of the Parties and includes without limitation their respective information concerning research, development, design, and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information exchanged by the parties in connection with this agreement “Confidential Information”. Confidential Information may be communicated in written form or orally. This clause shall survive the termination of the agreement.

7.2 The receiving party or member acknowledges that the Confidential Information is of great

value to the disclosing party and agrees, with respect to any Confidential Information received by it from the disclosing party;

7.2.1 to use such Confidential Information only in furtherance of a potential business relationship and/or the agreement between the parties and not to disclose the same to any third parties; and

7.2.2 take all proper and appropriate precautions to safeguard the confidentiality of the Confidential Information and to ensure that a standard of strict confidentiality is applied by the receiving party’s employees so as to prevent disclosure of such Confidential Information

to third persons and in this regard the receiving party will take all reasonable necessary steps to ensure that its employees, agents and sub-contractors respect the obligations of non-use and non-disclosure provided herein; and

7.2.3 to return such Confidential Information received in any tangible form to the disclosing party within thirty days at the written request of the disclosing party and to retain no copies or reproductions thereof; and

7.2.4 to destroy all other records of such Confidential Information whether or not in tangible form.

7.3 The receiving party hereby agrees to ensure compliance by the receiving group and its directors, employees, advisers and agents and to indemnify and keep indemnified the disclosing party against any costs, claims, demands, losses or liabilities whatsoever arising directly or indirectly out of any breach by any member of the receiving group of the obligations of the receiving party under this agreement. For the purposes of this clause the receiving party contracts on its own behalf and as agent and trustee on behalf of and for the

benefit of each such indemnified person.

7.4 This agreement shall be effective immediately when the terms and conditions are signed and submitted.

8. Warranties

8.1 You warrant that all information that you have provided us with or have

submitted to our site is true and accurate and not misleading in any way.

8.2 You warrant that in using our site and being a member to our site, you will comply at

all times with our Website Terms of Use and Privacy Policy (all of which can be found

on our site) and all applicable laws, regulations and codes of conduct.

8.3 We give no warranty as to the results achievable by using the charts or any of the other information and resources on our site.

9. Indemnity

You hereby agree to, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by us arising from your breach of any term of this agreement, the Website Terms of Use and Privacy Policy.

10. Force majeure

We shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement, arising from or attributable to acts, events, omissions or accidents beyond our reasonable control.

11. Default Interest rate

If you fail to pay any amount payable under this agreement, we may charge you interest on the overdue amount. You shall pay the interest immediately on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 8% per annum above the Bank of England base rate. This rate is the statutory interest as laid out by HMRC. Interest will accrue on a daily basis and be compounded quarterly.

12. Severance

If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force unless, in our reasonable opinion, the purpose of this agreement is frustrated as a result.

13. Variation

We may vary these terms and conditions at any time. The latest version of these terms and conditions shall be emailed to you at the address you supplied as part of your membership application.

14. Waiver

No failure or delay by us to exercise any right or remedy provided under this

agreement or by law shall constitute a waiver of that (or any other) right or remedy,

nor preclude or restrict its further exercise. No single or partial exercise of such

right or remedy shall preclude or restrict the further exercise of that (or any other)

right or remedy.

15. Assignment

This agreement is personal to you and you may not assign, transfer, sub-contract,

delegate or deal in any other manner with this agreement. We may assign this agreement at our discretion and without providing you with notice.

16. Entire Agreement

This agreement, the Website Terms of Use, the Privacy (all of which can be found on our site) and The Bayanihan Circle Code of Conduct constitute the entire agreement between us and supersede all prior agreements, communications and proposals.

17. Third Party Rights

A person who is not a party to this agreement shall not have any rights under or in

connection with it.

18. Governing Law and Jurisdiction

18.1 This Agreement and any dispute or claim arising out of or in connection with it or

its subject matter or formation (including non-contractual disputes or claims) shall be

governed by and construed in accordance with English law.

18.2 The parties irrevocably agree that the courts of England and Wales shall have

exclusive jurisdiction to settle any dispute or claim that arises out of or in connection

with this agreement or its subject matter or formation (including non-contractual

disputes or claims).

APPENDIX A

THE BAYANIHAN CIRCLE CODE OF CONDUCT

TOGETHER WE PRACTISE THE ‘BAYANIHAN’ VALUES and support one another. Going forward to build a thriving, positive environment for EVERYONE in work and beyond.

We would like that everyone who joins our community, does so with an open heart and mind.

At Bayanihan Circle, we are committed to creating a welcoming and inclusive community that celebrates & respects each other’s cultures, collaboration, support each other genuinely, be kind to each other and uplift each other. Our code of conduct is designed to ensure that all members of our community feel safe, respected, and valued.

OUR COMMUNITY IS BUILT ON THE FOLLOWING CORE VALUES

INCLUSIVITY

Inclusivity cannot be achieved through exclusivity. We welcome people from any background and experience level into our community. We welcome and celebrate individuals of all ages, races, ethnicities, religions, sexual orientations, gender identities, abilities, and backgrounds.

COMMUNITY

Community is vital for personal and business growth. We believe in giving back to the community too; 5% of the proceeds from membership fees go towards The Bayanihan Pledge, which supports our chosen charities, all of which support Filipinos either in the United Kingdom or in the Philippines. We strive to create a community where all members have equal opportunities to participate, share their ideas, and access our resources and support.

INSPIRATION

Inspiration should come from both the shared experiences of others and the sharing of each other’s successes. We will create an engaged community of like-minded people who want to use their consumer purchasing power to contribute to the success of our collective businesses.

SUPPORT AND COLLABORATION

Support and Collaboration is a basic need that should be provided to each other through community and collaboration. We provide the tools and support they need to combat the challenges associated with career progression or building a business. We believe in the power of collaboration and working together to achieve our goals. We encourage members of our community to support and uplift one another, and to be generous with their time, knowledge, and resources.

KINDNESS AND RESPECT

We believe in treating everyone with kindness, respect, and empathy. We do not tolerate any form of discrimination, shaming, harassment, bullying, or hate speech.

OPEN HEART AND MIND

We encourage all members of our community to approach each other with openness. We recognise that we all have different perspectives and experiences, and we value diverse opinions and ideas.

MUTUAL BENEFITS

We believe that our community thrives on reciprocity. We encourage members to contribute to the community in meaningful ways, whether it’s by sharing their knowledge and expertise, offering support and encouragement to others, or participating in community events and initiatives.

NO HARD SELLING

We believe in building relationships based on trust and mutual support, rather than using hard selling tactics. We do not tolerate any form of aggressive sales pitches or pressure to buy within our community. Support for your business will come organically through how much you put into the community, share, and support others.

LIFTING ONE ANOTHER UP

We believe that we are stronger together, and we are committed to lifting one another up. We celebrate each other’s successes, offer support and encouragement during challenging times, and seek out opportunities to help each other grow and succeed.

BY JOINING THE BAYANIHAN CIRCLE

YOU AGREE TO ABIDE BY THIS CODE OF CONDUCT,

and to contribute to creating a positive and supportive community for all members.

If you witness any behaviour that violates our code of conduct, or if you have any questions or concerns, please reach out to [email protected] . We are here to support you and ensure that all members of our community feel safe, respected, and valued.

Thank you for being a part of The Bayanihan Cirlce!