Memorandum of Understanding


Between:  Sematronix Limited (Hereafter referred to as cluster manager or CM)

                   Use for communications with the CM

Address:      Waterton Technology Centre
aterton Industrial Estate
                   CF31 3WT

Contact:    Gash Bhullar     (Director of Sematronix)

And (Name):      _______________________________             (Hereafter known as the Member)

Address:            __________________________________________________


We, Sematronix and the member, have come together to collaborate and to make an agreement for membership of SME Cluster (hereafter referred to as the “cluster”). The partners entering the MoU have agreed to form a collaboration and so agree to the following articles and clauses:

Purpose and Scope
Members of the cluster come together via the cluster portal in order to work in collaboration with fellow members in order to develop, update and promote the activities, products and services of the cluster in order to operate as a larger entity than the individual. This also includes the promotion of activities, products and services of fellow members as fairly as possible.

Goals and Objectives
The goal of the cluster is to operate as a “one stop shop” for consumers and providers of activities, products, skills, knowledge and services typically at a local level. The cluster acts as an “information exchange” for consumers and providers whether they are public, private, voluntary, individuals, businesses or organisations. The objective is to allow members to group together to provide a wider product and service offering with trusted fellow members.

The initial members invited to the cluster are those that have working relationships with the founding members of the cluster (further information can be found on the cluster portal Members have been invited to join the cluster via networking events, joint project work or through personal knowledge of the capabilities of individuals within organisations. There are no fees charged for the core and initial members but this is subject to review in the future. 

Members/Partners Organizations
All members may be referred to as partners in certain documentation and a current list will be found on the portal. Members need to provide a logo, full operating name and a web link address for further information about themselves. It is up to the member to ensure these details are kept up to date and if they are incorrect then email with amendments.   

Roles and Responsibilities
It is the responsibility of all members to inform the CM in the event of misuse of branding, logos, or any materials relating to the cluster. It is the role of every member to ensure that fair and unbiased use of such materials is observed at all times. Any negative press or illegal use of the cluster branding etc must be reported immediately to the CM. Once a member becomes aware of any incorrect data appearing on the portal or via the resource tools then the CM should be notified.

Commencement and Operations
Permission must be obtained from the CM is any contracts or business is conducted directly under the SMECluster brand. This should be in the form of an email explaining the full details of the use and any financial implications coming through the use of the brand. Only after the receipt of confirmation and authorisation from the CM can the contact or business be conducted.

Governance Structure and Reporting
Any issues related to governance of information will be the responsibility of the CM but if a member becomes aware of any non-compliances of regulations relating to cluster activities it is the duty of the member to inform the CM and ideally any corrective actions that should be undertaken.

Issues of Mutual Understanding
All software that has or will be developed by the consortium members under the banner of SMECluster remains the property of Sematronix Limited. If any members bring exclusive features or functionality to the cluster or portal, a separate agreement must be obtained before installation on the portal otherwise it is assumed that it becomes the asset of Sematronix Limited.

Compensation Details
No liability will be accepted by the CM if a member loses business or finance through the involvement of the cluster. It will be up to the individual members to prove beyond reasonable doubt that they had notified the CM regarding any misnomers and no action had been taken by the CM within a reasonable timeframe to correct any offending material or actions.

Any financial transactions will be channelled via the CM unless a separate agreement has been obtained to conduct financial transactions on the portal by individual members.

The CM will typically hold quarterly meeting which will be announced on the portal with the core members. Any other member wishing to partake in these meeting can request an invite from the CM.

Communication and Information Sharing
Any communications regarding matters relating to the cluster or the portal should be directed to 

Conflict Resolution
In the unlikely event that members have a grievance or find themselves in conflict with other members, the CM will have the final say over all matters relating to the cluster and its activities. In the very unlikely event of misconduct by any member then the CM will have the right to remove the member and if necessary look for redress. 

Review and Evaluation
Cluster business is under constant review but any major decisions will be taken at the quarterly meetings and actions implemented thereafter as necessary. Any members wanting to support such activities can contact the CM.

Resources / Changeable / Non Changeable Articles 
It is the members responsibility and not the CMs to ensure that all resources indicated on the portal by the members including equipment, facility, materials, transport, permissions, manpower, etc. are available at all times unless expressly indicated it the corresponding members area.

Term of Agreement / Termination or Amendments
No timescale has been place on the membership to the cluster and members are free to join or leave at any time. Typically a months’ notice would be preferable for joining or leaving in order to update the portal. In the case of member details requiring updates, a period of one month should be assigned to complete the work although this is not binding.

Trial Period 
It is normal for members to set a timeframe for joining or leaving the cluster and this will be agreed with the CM on accepting the membership of the cluster. 

Revival Date of the MoU
This MoU is subject to change and is reviewed annually. Members may have different versions of the MoU and may be required to accept the new version in the event of a major change in strategy by the CM.

This MOU is not a legal undertaking. The signatories will abide by the terms to reach the objective slated in the MoU, by striving to do their best. 


Cluster Manager: Sematronix Limited
Name  : 
Title     :
Date    :



Member Organization:
Name  : 
Title     :
Date    :