SCY Code of Membership

The Purpose of this Code

This Code is intended to outline and clarify some of the key issues that might affect a Member's relationship with SCY. It is always hoped that the terms of this Code will never need to be utilised by SCY in respect of a particular Member, but occasionally things do go wrong and it is in these situations where clarity with regard to the relationship proves to be vitally important for both parties.

This Code does not provide an exhaustive list of obligations of membership, and the Code does not preclude SCY from doing anything (including deciding not to take a particular course of action) to which it is entitled under its Memorandum or Articles of Association, or by rule of law or statute or otherwise.

Some Definitions for this Code

“Member” means a member of SCY, and such member might be an individual, a member of a partnership firm, or a body corporate that are each and all listed in the Register of Members of SCY.

“SCY” means SCY Enterprise Ltd, a private limited company, registered in England and Wales, no. 07284459. Registered office: Moorgate House, Clifton Moor, York, YO30 4WY

“Code” means the Code of Membership presently in force, and which may change from time to time, and at the sole option of SCY.

Member's Obligations

The Member shall always act in the best interests of SCY.

The name, reputation and goodwill of SCY are all vitally important to SCY and the Member shall not do anything, nor shall it fail to do something, that will have, or is likely to have, a negative effect on such name, reputation or goodwill.

Likewise, SCY has numerous intellectual property rights and other proprietary rights that are all of vital importance to it, and the Member shall not do anything, nor shall it fail to do something, that will have, or is likely to have, a negative effect on such intellectual property rights or other proprietary rights.

A Member must pay its subscriptions, and any other payments, to SCY on or before the due date.

Insolvency, Bankruptcy and Death

If a Member is adjudged insolvent or bankrupt, or enters receivership or administrative receivership, or makes a composition or arrangement with its creditors under the provisions of any statute or rule of law, then SCY may, at its own option, terminate the membership of that Member, and such termination may be with immediate effect.

An individual Member shall cease to be a Member on his/her death or if he/she becomes mentally infirm.

Criminal Offences

If a Member is charged with a criminal offence then SCY may, at its own option, suspend the membership of that Member, and such suspension may be with immediate effect.

If a Member is convicted of a criminal offence then SCY may, at its own option, terminate the membership of that Member, and such termination may be with immediate effect.

Possible Sanctions

Failure by the Member to comply with any element of this Code will provide sufficient grounds for SCY to terminate the membership of that Member.

For the avoidance of doubt, any Member that is overdue on its subscription, or any other payment to SCY, may, at SCY's option, have its membership suspended (until full payment has been made) or terminated. In both instances the Member remains liable to SCY for the arrears.

Effect of Suspension and Termination

A Member that has had its membership suspended is not entitled to any refund of its subscription to SCY for the period of the suspension.

A Member that has had its membership terminated is not entitled to any refund of its subscription to SCY.

Any sanction or remedial action at the disposal of SCY under this Code is an additional right to any alternative sanction, remedial action, legal action, or other action that SCY may take in respect of that Member.

Any person or organisation shall, on ceasing to be a Member, forfeit all rights to utilise, without limitation, the name, insignia, logo, goodwill, products or services of SCY in connection with its business, personal or social activities.

Changes to the Code

This Code may be changed from time to time by SCY. SCY will provide each Member with reasonable notice that the Code has changed, together with details of where the Member can view such changes.