1. These Terms of Business shall be binding on any person purchasing Services from Mates in Mind, a company registered in England and Wales under company registration number 10338868, and registered as a charity in England and Wales (No. 1172460) and Scotland (No. SC047778), whose registered office is at 70 Chancellors Road, London W6 9RS.
2. In this Agreement:
2.1. Title headings are for convenience only and shall not be used in its interpretation;
2.2. Use of the singular includes the plural and vice versa and use of any gender includes all genders;
2.3. Any reference to a "person" includes a body corporate, natural person, firm, partnership, company, corporation, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality);
2.4. Unless the context otherwise requires, the words "other", "includes", "including", "for example" and "in particular" do not limit the generality of any preceding words and any words that follows them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and
2.5. Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
3. The following words shall have the following meanings unless the context requires otherwise:
“Us”, “we” or “our” means Mates in Mind.
“You” or “your” means the persons who are our clients for the Services.
“Booking Form” means the form submitted by you to us, which sets out the nature of the Services. The Booking Form constitutes an offer by you to purchase Services in accordance with these Terms of Business.
“Fees” means the fees (including without limitation the Supporter Fees, Subscription Fees and Transfer Fees), as set out in the Booking Form or as otherwise notified by us to you, payable by you to us in consideration of the provision of the Services.
“Initial Term” means the period of one, two or three years, as set out in the Booking Form, commencing on the date of the Booking Form.
“Learning Materials” means material supplied to you by us that are primarily intended to be used to train workers in mental health awareness.
“Learning Subscription” means a subscription purchased by you pursuant to this Agreement which entitles you to access and use the Learning Materials to train one person.
“Logo Guidelines” means the guidelines as provided by us or as set forth on www.matesinmind.org.
“Supporter Benefits” means the benefits provided by us to you as listed on our website from time to time.
“Supporter Fees” means the fees payable by you annually in advance in respect of the Initial Term and each subsequent Renewal Term, as set out in the Booking Form or as otherwise notified by us to you, in consideration of the provision of the Supporter Benefits.
“Supporter Logos” means the logos as specified by us from time to time, a current version of which is set forth on www.matesinmind.org.
“Supporter Subscription” means a subscription purchased by you pursuant to this Agreement which entitles you to access and use the Supporter Benefits for the Term.
“Renewal Term” means each period of one year commencing on the day following the last day of the Initial Term and the last day of each subsequent Renewal Term.
“Services” means the services and goods to be provided by us to you and more particularly as listed on the Booking Form or otherwise agreed between us and you.
“Subscription Fees” means the fees payable by you to us in respect of each Learning Subscription pursuant to clause 8.
“Term” means collectively the Initial Term and each subsequent Renewal Term.
“Transfer Fees” means the fees payable by you to us in respect of each time the date(s) upon, and location(s) at which, each training event will take place are changed.
4. Subject to clause 48, the Booking Form and these Terms of Business (together the “Agreement”) contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous agreements (if any) between such parties in respect of such matters, other than any confidentiality or non-disclosure agreement which the parties may have signed prior to the commencement of this Agreement and which shall continue to govern any exchanges of information made before the commencement of this Agreement.
5. In entering into this Agreement you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
6. You agree to:
6.1. Make all necessary arrangements for the conduct of the Services, including access to all premises, records and personnel, that are necessary for us to deliver the Services;
6.2. Provide us with complete, accurate and timely information relevant to our provision of the Services; and
6.3. Inform us of any health, safety and security arrangements that may be required when our personnel visit your sites/premises, including any special on-site conditions, and to provide our personnel with suitable personal protective equipment (as appropriate). You are primarily responsible for the safety of our personnel whilst visiting your premises;
7. We shall perform our obligations under this Agreement, including the provision of the Services, with reasonable care and skill, and within a reasonable time.
8. If the Services include the provision of Learning Materials then this clause 8 shall apply.
8.1. Subject to you paying the Subscription Fees, and the other terms and conditions of this Agreement, we grant to you a non-exclusive, revocable licence to use the Learning Materials for the sole purpose of training workers.
8.2. You undertake that the maximum number of workers that you shall train using the Learning Materials shall not exceed the number of Learning Subscriptions you have purchased from time to time. For the avoidance of doubt, one Learning Subscription entitles you to train only one worker, and once the worker has been trained the Learning Subscription automatically expires.
8.3. You undertake that you shall use all reasonable endeavours to prevent any unauthorised use of the Learning Materials and, in the event of any such unauthorised access or use, promptly notify us
9. If Services include the provision of Supporter Subscriptions then clauses 10, 11 and 12 shall apply.
10. We shall provide the Supporter Benefits to you. We reserve the right to change the Supporter Benefits at any time and without prior notice.
11. Subject to the payment of the Supporter Fees, and the terms and conditions of this Agreement, we grant you a non-exclusive, license to use the Supporter Logos in your advertising, literature and websites, during the Term, solely for the purpose of demonstrating your commitment to mental health awareness in the workplace.
12. You agree to comply with the following, which are conditions of the license granted by this Agreement:
12.1. You may only use the Supporter Logos and Mates in Mind name in strict conformity with the standards as set out in our Logo Guidelines.
12.2. The license granted by this Agreement is non-sublicensable.
12.3. You may not assign the license granted by this Agreement without our prior written consent.
12.4. You acknowledge our exclusive right, title, and interest in and to the rights in Supporter Logos. You agree that you shall not acquire any right of any kind in Supporter Logos as a result of your use of it.
12.5. Upon request, you shall furnish to us, without charge, samples of materials which feature the Supporter Logos or Mates in Mind’s name. We shall have the right of approval over such items by giving written notice to you, within twenty (20) days of receipt of the samples, of such reasonable changes or corrections as may be necessary to comply with our reasonable quality concerns. You shall make and incorporate said changes or corrections. Our failure, following receipt of samples, to give notice of any such changes or corrections shall be deemed by you to constitute approval by us.
12.6. We may, in our sole discretion, terminate the licence to use the Supporter Logos at any time upon written notice to you. Upon termination of the licence, you shall immediately cease any and all use of the Supporter Logos.
3rd party offers and services
13. Mates in Mind’s website and publications may contain links and references to third parties who may offer products and services. We do not endorse, approve or sanction nor are we responsible for any third party's products, services, acts or omissions. We do not act in partnership with nor as agent for or on behalf of the third party to whom we provide links or references. Accordingly, any dealings between you and any third parties are solely between you and such third party.
14. If the Services include the provision of face to face training then both parties shall mutually agree in writing the date(s) upon, and location(s) at which, each training event will take place. If, having done so, both parties subsequently agree to change the date(s) and/or location(s), then you undertake to pay a Transfer Fee of £499. You acknowledge that any such Transfer Fee is necessary and reasonable, given that we will incur additional costs in transferring the booking.
Fees and Terms of Payment
15. In consideration of the provision of the Services in accordance with the terms of this Agreement you shall pay the Fees, as set out in the Booking Form or as otherwise notified by us to you, to us in the manner set out below.
16. We shall invoice you for the Fees and you shall pay the Fees within 30 days from the date of invoice(s)
17. If the Services include the provision of Supporter Subscriptions then we shall invoice you for the Supporter Fees annually in advance.
18. The Fees shall be paid in full in pounds sterling by way of CHAPS transfer to a bank account as advised to you by us from time to time.
19. The Fees are exclusive of VAT, which shall be payable, if applicable, by you in addition to such Fees.
20. All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. Neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
21. Subject to clause 22, we agree to maintain as confidential and will not use or disclose to any third party information obtained from you in connection with the Services without your consent, except as necessary for delivery of the Services.
22. The restrictions on use or disclosure of information will not apply to:
22.1. Information which was in our possession prior to disclosure by you;
22.2. Information which is made available to us from a source independent of you;
22.3. Information which is in the public domain;
22.4. Information which is required to be made available to achieve or maintain our accreditation(s); and
22.5. Information which is required to be disclosed by law, order of court, the requirements of any regulatory or taxation authority, accreditation body or the rules of any stock exchange.
23. For the purposes of this clause personal data and processing and process(es) shall have the meaning set out in section 1 of the Data Protection Act 1998 (DPA) and a data subject is an individual who is the subject of personal data.
24. If we process personal data on your behalf pursuant to the provision of the Services, we shall:
24.1. process the personal data only to the extent, and in such a manner, as is necessary for the provision of the Services;
24.2. operate sufficient and appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to such personal data, inform you of any advance in technology and methods of working which mean that these security measures may be revised, provide evidence of such technological and organisational measures as requested by you and provide you or your representatives with access, on reasonable notice, to our premises to view such technological and organisational measures;
24.3. process any personal data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments; and
24.4. at your discretion return such personal data to you and/or destroy any copies of such data that we hold.
25. You warrant and represent that any personal data supplied by you to us has been obtained, maintained and handled and all relevant licences, authorities and consents have been obtained in accordance with all applicable data protection laws, rules and regulations.
26. Subject to clause 27, we shall not be liable for:
26.1. Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising out of our obligations under this Agreement; and/or
26.2. Any loss of profits, anticipated savings, increased cost of doing business, business opportunities, revenue or damage to goodwill (whether direct or indirect) arising out of our obligations under this Agreement; and/or
26.3. Any claim (including but not limited to a claim for breach of contract, negligence, or breach of statutory duty) in respect of any delay or failure by us to perform any of our obligations under this Agreement to the extent such failure arises directly or indirectly from any negligent or wilful act or omission by you or any third party arising out of our obligations under this Agreement; and/or
26.4. Any liability which you incur to any third party (whether direct or indirect) arising out of our obligations under this Agreement.
27. We do not limit our liability for:
27.1. Death or personal injury caused by our negligence, or that of our employees, agents or sub-contractors; or
27.2. Fraud by us or our employees; or
27.3. Breach of any obligation as to title implied by statute; or
27.4. Any other act or omission, liability for which may not be limited under any applicable law.
28. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
Intellectual property rights
29. We retain all copyright and other intellectual property rights in everything developed by us both before and during the course of providing the Services, including rights in all reports, written advice or other materials provided by us, although the fees you pay us under this Agreement will give you a licence to use these materials for the purposes for which they were created.
30. All documents in our possession or control, generated by us or addressed to us, relating to the Services shall be our sole property.
Term and Termination
31. Subject to clause 32, this Agreement shall commence on the date of the Booking Form and shall continue in force unless and until terminated in accordance with clauses 33 or, 34.
32. If the Services include the provision of Supporter Subscriptions then this Agreement shall commence on the date of the Booking Form and shall continue for an Initial Term. Thereafter, this Agreement shall automatically continue on an annual rolling basis (“Renewal Term(s)”) unless and until terminated in accordance with clauses 33 or 34.
33. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement upon 30 days’ prior written notice to the other.
34. Without prejudice to any other rights or remedies which the parties may have, either party shall be entitled to terminate this Agreement at any time with immediate effect (or following such notice period as it sees fit) upon written notice to the other if the other:
34.1. commits a material breach of any provision of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice from the other party giving full particulars of the breach and requiring it to be remedied; or
34.2. fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
34.3. has bankruptcy proceedings brought against it, has a receiver, administrator or administrative receiver appointed to it, or an encumbrancer takes possession, over all or any part of its undertaking or assets; or passes a resolution for winding up (other than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; or becomes subject to an administration order; or enters into any voluntary arrangement or composition with its creditors; or ceases or threatens to cease to carry on business; or if any analogous situation to any of the above occurs in relation to it under the law of any jurisdiction; or
34.4. has been unable to perform any of its obligations under this Agreement as a result of force majeure for a period in excess of ninety (90) days; or
34.5. in our reasonable opinion, does any act, matter or thing which would or might prejudice or bring into disrepute the business or reputation of Mates in Mind.
Consequences of Termination
35. On termination by either party, fees due for the Services completed prior to termination will immediately become payable and will be invoiced by us accordingly.
36. On termination by either party you shall immediately cease to use the Learning Materials and the Member Logos.
37. The following clauses survive the termination and expiry of this Agreement: clause 21, 22, 26, 27, 28, 29, 30, 35, 36, 38.1, 42, 43, 46, 47 and 49.
Suspension of Services
38. Without prejudice to any other right or remedy that we may have, if you fail to pay the Fees on the due date, we may:
38.1. Claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the you shall pay such interest immediately on demand; and
38.2. Suspend the provision of all Services until payment has been made in full.
39. No claims can be made by either party for failures or omissions which could be considered as a breach of this Agreement where the cause of the failure or omission is reasonably beyond the control of either party.
40. This Agreement shall not be assigned in whole or part unless an assignment is agreed by the parties in writing.
Nature of agreement
41. Each party is an independent contractor and nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent or employer and employee between the parties.
Contracts (Rights of Third Parties) Act 1999
42. A person (a “third party”) who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement notwithstanding that any such term may purport to confer or may be construed as conferring a benefit on such third party. This does not affect any right or remedy of such third party which exists or is available apart from that Act.
Non-solicitation of personnel
43. Each party undertakes that during the term of this Agreement and until 12 months after the end of the term it shall not directly, indirectly, alone or jointly, and whether as principal or agent, solicit or entice away or endeavour to solicit or entice away any director or employee of the other party without first gaining the prior approval of the other party.
44. We undertake, warrant and represent that:
44.1. neither we nor any of our officers, employees, agents or subcontractors:
44.1.1. has committed an offence under the Modern Slavery Act 2015 (“MSA Offence”); or
44.1.2. has been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
44.1.3. is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
44.2. we shall comply with the Modern Slavery Act 2015 during the term of this Agreement;
44.3. we shall notify you immediately in writing if we become aware or have reason to believe that we, or any of our officers, employees, agents or subcontractors have breached or potentially breached any of our obligations under this Clause 44. Such notice to set out full details of the circumstances concerning the breach or potential breach of our obligations.
45. We hereby warrant that we have not, and undertake that we will not, make or cause to be made any offer, promise, gift, payment, commission, consideration or benefit of any kind, directly or indirectly, which could be construed as an illegal or corrupt practice under the Bribery Act 2010 or otherwise, as an inducement or award to any person in relation to or arising from this Agreement.
46. The failure on the part of any party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof of any other right on any later occasion. The invalidity or unenforceability for any reason of any part of this Agreement will not prejudice or affect the validity or enforceability of the remainder.
47. In the event that any term, condition, provision or clause of this Agreement shall be nullified or made void by any statute, regulation or order or by the decision or order of any Court having jurisdiction, the remaining terms conditions and provisions shall remain in full force and effect.
48. No amendment to this Agreement shall be effective unless agreed in writing by both parties.
Law and Jurisdiction
49. This Agreement shall be governed by and construed in accordance with English law and any dispute will be subject to the exclusive jurisdiction of the English courts.