Membership Plus Terms and Conditions

The Welsh Sports Association (WSA) is a professional, not for profit Company registered in England and Wales (number 05835990) whose offices are based at Sport Wales National Centre Sophia Gardens Cardiff CF11 9SW. Our mission is to empower, equip and inspire our members to be stronger, more successful, and sustainable businesses.

These terms and conditions are additional and should be read in conjunction with the main membership terms and conditions. Each of our Membership Plus options has information and specific terms listed in the relevant section below.

1. General
   1. All terms and conditions for Membership Plus options are subject to the main membership terms and conditions. Any member who has their membership of WSA terminated for any reason shall also cease to benefit from any Membership Plus options.
   2. It is the responsibility of each member to ensure that any Membership Plus option is suitable for their organisation before signing up.
   3. This Agreement does not create or imply any other partnership between the Parties.
   4. Due to constraints on the capacity to deliver different services, from time to time the WSA is entitled to refuse to allow a member to purchase or subscribe to any or all Membership Plus options offered. WSA is not obliged to provide any reason for, and members shall have no right of appeal against such a refusal.
   5. All prices quoted by WSA are exclusive of VAT which will be charged at the prevailing rate.
2. Termination
   1. There will be no refunds in full or in part for members who withdraw from or terminate a service that has been agreed to. The board of directors of the WSA have discretion to authorise a refund to a member who has their membership terminated by WSA for any other reason. The decision of the WSA board on any refund is final.
   2. Each Membership Plus option will have contractual terms set out below.
   3. At the end of a contract period, the contract will renew automatically for a further 12-month period unless notice is given by the member in writing, and in accordance with the specific terms of the Membership Plus package below.  Members may also give notice to cease their subscription to a Membership Plus option in accordance with the specific terms below.
3. Services
   1. We warrant that we shall use reasonable care and skill in the performance of services provided under each Membership Plus option. We will make any changes to the services we provide which are necessary to comply with any changes in the law or safety requirements, and we will notify you of any such changes.
   2. Membership Plus options may require the member to provide information and resources in a timely manner to allow the option to function correctly. WSA cannot be held responsible if the member fails to co-operate with the provision of such required information and/or resources.
   3. No liability shall attach to WSA, our directors, our employees, or retained consultants for loss or damage of any kind, including lost profits or other consequential losses, suffered as a result of the use of, or inability to use, our Membership Plus options or for any errors or omissions in the contents of any forms or documents provided, or received, as part of such an option.
   4. All reasonable efforts will be undertaken by the member to ensure that user accounts and passwords to any systems are protected and kept secure.
   5. You must immediately notify us of any unauthorised uses(s) of your Membership Plus option or of any of the facilities provided to you under any Membership Plus option.
   6. Members may not share any Membership Plus option with any other organisation. Any member that so shares their Membership Plus option will be deemed to be in violation of these terms and conditions and will have the facilities and services of the option withdrawn from them.
   7. If you do not agree to abide by these Terms and Conditions, you are not authorised to use our Membership Plus options.
4. Covered Entity and Eligible Persons
   1. Membership Plus services will only be provided for the contracted legal entity. It will specifically not cover any subsidiary companies or companies where the contracted entity is a stakeholder or corporate director. Subsidiary companies may however be brought on to a member organisation’s Membership Plus option after agreement of any additional fee payable to the WSA and payment of such a fee. WSA will set such additional fees on a case-by-case basis.
   2. Training is only provided for natural persons that are nominated by the member and not to any legal person.
   3. Any Directors that are nominated by the member for participation in training, briefings, or for any other reason connected with the options selected, must be, and continue to be, on the register of directors at Companies House.
   4. Any staff or volunteers that are nominated for participation in training, briefings, or for any other reason connected with the options selected, must be, and continue to be either properly affiliated with or employed by the member organisation
   5. We have no responsibility to any third parties, including any subsidiary or group company, for any advice, information or material produced as part of any service we provide to you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any the terms herein.
   6. You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to wrong addresses.
5. Conflicts of interest
   1. We will notify you if we become aware of any conflict of interest in our relationship with you in tandem with another client. If conflicts are identified which cannot be managed in a way that protects your interests, then we may not be able to provide any further services.
   2. If there is a conflict of interest that can be managed by the adoption of suitable safeguards, we will adopt such safeguards. Where possible this will be done on the basis of your informed consent.
6. Fees
   1. All sums must be paid within 14 days of the date of invoice.
   2. The fees can be payable on an annual basis or monthly via direct debit. With the contract term a minimum of one year.
   3. If any invoice remains unpaid after 30 days, the WSA will charge compound interest on the outstanding amount at a rate of 2% per calendar month until it is paid in full.
   4. The WSA reserve the right to suspend any provision of services if the member fails to make any payment when and as it falls due
7. Waiver
   1. Failure by WSA to enforce the performance of any provision in these Terms and Conditions shall not constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
8. Severance
   1. In the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
9. Law and Jurisdiction
   1. These Terms and Conditions are governed by the laws of England and Wales and any dispute relating to them shall be subject to the jurisdiction of the courts of England and Wales. Parties to these Terms and Conditions agree to attempt to seek resolution to any dispute through Mediation or Arbitration prior to court proceedings being issued.
   2. WSA reserves the right to review the Service deliverable and scope for any bespoke Membership Plus packages created. 
10. Changes and Amendments to these Terms and Conditions
    1. WSA reserves the right to modify its Terms and Conditions or its policies, or Services at any time without notice, effective upon posting of an updated version of the Terms and Conditions on the WSA website.

Membership Plus Options

Advocacy Plus Package

Bespoke WSA package available to WSA members, offering specific guidance and support in relation to Welsh Government & the Senedd. Offer to include:

• Advocacy support to Senior Leadership team. Two development sessions available annually to offer political advice and support.
• A bespoke monthly Advocacy report to match closely to your organisations strategic objectives
• Introduction to the online Politics training programme. Unlimited access for staff. An opportunity for the team to gain a solid grounding and understanding of sports policy in Wales, as well as the wider political landscape.
• Advocacy Board Development briefings – two sessions annually to aid strategic development; including stakeholder mapping, support with policy and to feed into advocacy plans.
• Account Management – Strategic advice and introductions to officials. Political briefing documents with proposed guest lists and suggestions to engage and embrace the wider sporting landscape in relation to Principle 7 of the Sport Wales Governance & Leadership Framework Wales
• Additional Advocacy Support charged at £350 per day. Quote to be provided separately based on the organisational requirements.

Advocacy Plus Additional Terms and Conditions

1. Contract Term
   1. Advocacy Plus is for a 12-month period to run continuously from the date of sign-up.
   2. At the end of a period, the contract will renew for a further 12-month period unless notice is given by the member in accordance with these specific terms.
2. Termination
   1. The Advocacy Plus option will roll over and automatically renew at the end of the contractual term unless members provide at least 3 months’ notice. This is to allow WSA to plan future capacity.
3. Member Responsibilities
   1. The member will be required to nominate directors and/or staff as appropriate to participate in the sessions that are provided by this option.
   2. All reasonable efforts will be undertaken to keep to agreed dates and times for sessions.
   3. Where possible the same people should attend sessions to maintain continuity.
4. Delivery
   1. Delivery of service, including dates and structure, to be agreed by WSA and the member within three weeks of taking up the service.
   2. Advocacy reports will be delivered on the last Friday of each calendar month.
   3. WSA will aim to respond to ad-hoc queries within 48 hours.

Finance Plus Package

Confidential, professional hands-on support, designed for small to medium-sized organisations. This option has the following facilities and components:

• Annual review of Finance compliance against the Sport Wales capability framework
• Processing of invoices up to 100 transactions/month
• Invoice reconciliation of up to two bank accounts
• Credit Control
• Debtors List
• Preparation of monthly management accounts (for internal use only)
• Up to four financial summary reports prepared for board meetings (for internal use only)
• Statutory & regulatory Companies House filing (delivered by Arthur Gait)
• Statutory & regulatory HMRC filing (delivered by Arthur Gait)
• Provision of a cloud-based accounting system
• Additional support at preferential rates. Quote to be provided separately based on the organisational requirements

Finance Plus Additional Terms and Conditions

1. General
   1. The Member organisation agrees that the WSA will act in this Agreement as an independent contractor, will provide the services hereunder and will act as an independent contractor.
   2. Under no circumstances shall WSA or their staff be considered or held out to be an employee by the member organisation.
2. Contract Term
   1. Finance Plus is for a 12-month period to run continuously from the agreed date of commencement of services.
   2. At the end of a period, the contract will renew for a further 12-month period unless notice is given by the member in accordance with these specific terms.
3. Termination
   1. The Finance Plus option will roll over and automatically renew at the end of the contractual term, unless members provide at least 4 months’ notice. This is to allow WSA to plan future capacity and allow sufficient time to prepare a transfer of ownership of any accounting system or other system that will be retained by the member, as well as any reports that may be appropriate.
4. Member Responsibilities
   1. Statutory and legislative accountability for the member organisation will remain with the member organisation and its board of directors. WSA will not be held liable for any inaccuracy, late filing or any other liability or damage howsoever arising from the use of the Finance Plus option.
   2. The organisation and its board of directors acknowledge that Finance Plus is not designed to, nor will it replace any finance oversight or responsibility within the organisation.
   3. The member organisation shall be liable to reimburse the WSA’s appointed partner organisation, for filing fees and other disbursements connected with statutory filings and shall pay such disbursements upon invoice for the same. For the avoidance of doubt, filing and other fees payable to statutory bodies such as Companies house and HMRC are not included in the Finance Plus option fees.
   4. The Finance Director of member organisation or their equivalent is responsible for the content of and authorisation of filings to Companies House and HMRC that are prepared under the Finance Plus option. They will be required to sign off such filings prior to submission.
   5. The member organisation will provide agent authorisation to WSA’s appointed partner organisation in order to act on their behalf when communicating to HMRC and for statutory filings.
   6. The member organisation agrees to provide access to their previous accounting records and financial statements at the start of the contract.
   7. The member organisation agrees not to use management accounts or other generated reports to secure a financial loan or to use as evidence to confirm financial stability.
   8. Banking access and payments will remain the responsibility of the member organisation.
   9. The member organisation is responsible for setting its own budget and providing this to the WSA, so that it matches accordingly to the necessary budget codes.
   10. Delivery of service, including approval of invoices, allocating of invoices to budget codes, to be agreed between the member organisation and the WSA prior to the service commencing. The information once provided will be considered as final.
5. Accounting and Bookkeeping Practices 
   1. Consultants and others who will deliver the Finance Plus services to the member will use required and accepted accounting practices as appropriate.
   2. The services provided do not include resolving problems, correcting work or recalculating work that has been carried out by you or your previous agents for past years. If it is found such work is required, we will discuss the situation and any additional fees with you prior to carrying out any such work.
   3. The statutory and regulatory filing section of the Finance Plus package will be delivered by WSA partner Arthur Gait & Company, Chartered Accountants. If a member wishes to engage with an alternative accountancy firm for annual accounts filing, the member is responsible for all payments.
   4. The services provided by Arthur Gait & Company will be subject to a separate engagement letter and terms of business.
   5. For the purpose of providing services to the member organisation, the WSA may disclose personal data to Arthur Gait & Company. The WSA will only disclose personal data to Arthur Gait & Company provided that the transfer is undertaken in compliance with the data protection legislation.
   6. Unless the WSA are authorised by the member organisation to disclose information on the organisation’s behalf including the information that the WSA provide to Arthur Gait & Company, the WSA confirm that if the member organisation provides confidential information the WSA will, at all times during and after this engagement, keep it confidential, except as required by law.
   7. The statutory and regulatory filing service does not include making other changes to the organisation’s statutory records, for example, notifying the Registrar of Companies of a change in directors.
6. Money Laundering Regulations
   1. Our consultants and service delivery partners are required to have appropriate policies and procedures for assessing and managing money laundering risk. This includes undertaking appropriate due diligence with respect to the member organisation. Our consultants and partners may request and retain such information and documentation as they require for these purposes and/or make searches of appropriate databases. If they are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the service.
   2. We may on occasions be required to verify the identity of senior managers within your organisation in line with current AML laws and best practice. You acknowledge this and will co-operate with any request that is made.
   3. In accordance with The Terrorism Act, Money Laundering Regulations 2017, the Proceeds of Crime Act, and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided, or information disclosed to the National Crime Agency (NCA).
   4. You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if the professional providing services to the member organisation under the Finance Plus option becomes suspicious of money laundering.

Content & Comms Plus Package

Bespoke WSA package available to WSA members, offering support across social media platforms and website content to maintain online presence, and support with running one key event. This option has the following facilities and components: 

• Monthly social media comms planner covering two channels (drawn up after research into channels) 
• 20 weekly social media posts across two channels 
• Two articles (topic to be determined by member) created per week to be circulated via website news/blog and included in members newsletter 
• Ad-hoc editing and updating of website pages 
• Support with one key event:
○ Before:
‣ Promotional content via member website and social channels throughout the month prior 
‣ Event given prioritised focus throughout WSA network 
○ During:
‣ Live social media activity 
‣ Live point-scoring updates 
‣ Operating camera to support with livestreaming through partners Joymo 
‣ Two written interviews with any participants, coaches or attendees 
○ After:
‣ Uploading of final results and content to events/competitions page  Round-up article for website and social posts 

Content & Comms Plus Additional Terms and Conditions

1. Contract Term
   1. Content & Comms Plus is for a 12-month period to run continuously from the date of sign-up. 
   2. At the end of a period, the contract will renew for a further 12-month period unless notice is given by the member in accordance with these specific terms. 
2. Termination
   1. The Content & Comms Plus option will roll over and automatically renew at the end of the contractual term unless members provide at least 3 months’ notice. This is to allow WSA to plan future capacity. 
3. Member Responsibilities
   1. The member will be required to nominate directors and/or staff as appropriate to participate in the sessions that are provided by this option. 
   2. All reasonable efforts will be undertaken to keep to agreed dates and times for sessions. 
   3. Where possible the same people should attend sessions to maintain continuity. 
4. Delivery
   1. Delivery of service, including dates, structure and social platforms, to be agreed by WSA and the member within three weeks of taking up the service. 
   2. Any accommodation and or travel expenses incurred by the WSA to deliver this package must be agreed in advance by both parties and paid for by the member organisation at a rate of 45p / mile or standard room/rail fare. 
   3. Monthly content planner (including content of social media posts) to be drawn up in collaboration with member organisation and to be delivered on first Monday of every month.  
   4. Social media posts will be scheduled via Hootsuite. 
   5. Hootsuite account to be registered for by member organisation. Any upgrades required from the free Hootsuite service, must  be purchased  by the member organisation. 
   6. Access to social media accounts to be provided by member organisation – no liability or claims for damages for the incorrect sharing/liking/interaction on social media platforms. 
   7. ‘Two weekly articles’ covers two hours’ of WSA time – travel time in gathering content for article creation will be considered. 
   8. Livestreaming equipment to be purchased by member organisation separately. 
   9. No liability or claims for damages can be made by the Member for any sporting inaccuracies at the event. 
   10. WSA will aim to respond to ad-hoc queries within 48 hours.