MHAW Contractual Terms and Conditions of Supply
These terms cover the engagement of Mental Health at Work CIC (“MHAW”) to support your company or group of companies (collectively “CLIENT”) through an Event or series of Events, which includes but is not limited to, the delivery of consultancy programmes via face-to-face or virtual media.
MHAW will undertake to offer consultancy for the Event, which is founded upon our experience and knowledge. However, it is for the recipient to use their judgment to decide how to act on the consultancy offered in good faith and MHAW accepts no liability for the interpretation or actions arising there from.
In all instances MHAW will act in the best interests of CLIENT and the participants to provide the highest quality delivery within the parameters of this proposal.
All content including the copyright, design right and intellectual property of MHAW cannot be replicated, sold, copied or distributed or used to generate financial gain without permission, beyond the use of the delegates and CLIENT in pursuit of their rightful business as long as that business is not the same as that of MHAW. MHAW grants CLIENT a license to use the materials for the purpose for which they are intended.
Booking: Agreement of dates
All bookings shall be accepted if made by any authorized representative of CLIENT and CLIENT warrants that any such booking will be undertaken to the protocols of CLIENT (e.g. accompanied by a purchase order). CLIENT warrants such protocols will be communicated to MHAW and shall be liable for all costs arising under this contract for ‘false orders’.
Any booking whether in writing or given verbally must be confirmed by MHAW to CLIENT in writing (email, letter, fax) to be accepted. Dates offered shall only be secured on receipt of a written confirmation from MHAW. No liability is accepted by MHAW for the loss of dates to CLIENT due to lack of confirmation.
Such written confirmation shall signal commencement of a contract under these terms and conditions and shall represent the complete agreement between MHAW and CLIENT.
Attendance by delegates is the responsibility of CLIENT.
Cancellation & Postponement
If CLIENT wishes to cancel a booking or bookings, once accepted by MHAW, CLIENT agrees to indemnify MHAW for the costs incurred by them as a result of cancellation.
Costs in relation to cancellation would in any case be limited to:
- 50% of the agreed fee for the cancelled date if the cancellation takes place less than 4 weeks prior to the booking date, or 100% if cancellation less than 2 weeks prior to the booking date; and
- the reimbursement of any non-refundable travel or accommodation expenses already incurred.
Should MHAW or CLIENT be subject to an act of god or matters outside its control it will make its best endeavours to fulfil its obligations. Each party will inform the other at their earliest opportunity of such a situation and shall act to minimize the costs incurred to accommodate the other to the best of their ability. As example, such acts covered under this clause would include disabling illness, bereavement, traffic accident, action by government or transport agency, weather, war or dispute.
Where, on the request of CLIENT, a booking is rearranged for a mutually convenient time within one month of the original booking date, MHAW will deem this to be a postponement not a cancellation. MHAW must be notified of a request to postpone by CLIENT more than 2 weeks prior to the booking date, otherwise it will be treated as a cancellation and charges will be incurred accordingly.
Costs in relation to postponement would in any case be limited to:
- the external cost to MHAW of using external facilitators for workshop dates; and
- the reimbursement of any non-refundable travel or accommodation expenses already incurred.
All equipment required to present the programme in person, except a lap top computer, e.g. projector, flip chart, video cameras and playback equipment (if appropriate) need to be provided by CLIENT unless otherwise agreed with MHAW.
For virtual delivery it is the responsibility of CLIENT to ensure that all delegates have access to the necessary equipment and software to access the agreed delivery platform.
MHAW or its agents accept no liability for the welfare, safety or health of the delegates or security of their property and it is the responsibility of CLIENT to undertake their best endeavours to insure against any liability that may arise in the provision of this consultancy howsoever it may arise.
CLIENT will be responsible for providing and booking suitable facilities and the equipment necessary for the delivery of the course or facilitation as may be required.
For virtual delivery, the responsibility for the virtual conferencing platform over which the programme will be delivered will be agreed in advance between MHAW and CLIENT.
MHAW has a range of preferred platforms for the delivery of virtual events but will consider alternatives at CLIENT’s request, however it should be noted that these requests cannot always be accommodated and additional fees for alternative platforms may apply.
The Fees include such materials as required by MHAW staff to deliver the programme. Any manuals or materials required in hard copy format as take way handouts required will be produced by CLIENT at their cost.
MHAW carries professional indemnity insurance to the value of £1,000,000; £5,000,000 employer’s liability and £1,000,000 public liability insurance.
Both parties undertake to protect the confidentiality of the other and uphold and protect their rights and property.
All materials supplied by MHAW shall remain the intellectual property of MHAW.
For the avoidance of doubt, recordings and photography will not be permitted in any sessions unless by prior written agreement from MHAW.
For virtual sessions hosted by CLIENTS, recordings will not be permitted in any sessions unless by prior written agreement from MHAW. Any recordings made by MHAW will remain the intellectual property of MHAW and will only be shared for specific pre-agreed purposes and for defined timescales.
The fees for the training program, along with the reimbursement of expenses will be quoted exclusive of VAT.
An invoice will be raised by MHAW at the point at which the programme has been agreed and where possible at least 8 weeks prior to the programme commencing.
MHAW warrants that it will take reasonable endeavours to keep expenses to a minimum.
Unless agreed between the parties in advance, MHAW will ensure that for any day’s face-to-face workshop within mainland UK, the expenses will not exceed:
- £200 for each facilitator in relation to travel expense
- £200 for each facilitator in relation to accommodation expense, accommodation needs to be agreed between the parties in advance.
Face-to-face workshops held outside mainland UK may be subject to additional expenses, to be agreed between the parties in advance.
Securing low travel costs may sometimes involve the booking of non-refundable tickets, and this in turn may need to be reflected in the losses associated with CLIENT postponing or cancelling dates.
All money due to MHAW shall be paid within thirty days of the date of the invoice. Any sums unpaid shall thereafter bear interest in line with The Late Payment of Commercial Debts (interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.
Payment shall be made direct by electronic transfer to the bank account nominated by MHAW and be in the full amount with all taxes and tariffs paid by CLIENT.
Should CLIENT make default in any payment or commit any act of bankruptcy or be the subject of a bankruptcy petition or execute an assignment for the benefit of creditors, or being a company, enter into voluntary or compulsory liquidation or suffer a receiver or administrator to be appointed over all or part of his or her assets then without prejudice to any other rights or remedies MHAW may at their option without incurring any liability cancel any contract with CLIENT, and may without prejudice to any other rights demand immediate payment of any outstanding amounts along with any additional expenses incurred within the terms of this agreement which shall thereupon become due and payable.
MHAW may suspend its services to CLIENT if CLIENT is in breach of any part of these conditions and withhold its services until such time as the breach is remedied. CLIENT will be liable for the costs of such suspension as if they had cancelled the supply.
If the agreement should terminate at any time CLIENT shall return any and all materials belonging to MHAW as may have been transmitted which are of a confidential nature or represent title to intellectual property.
Any additional costs that arise as a result of a failure on the part of CLIENT to fulfil their obligations of this proposal shall be accepted by CLIENT without dispute. MHAW shall take reasonable steps to ensure any such costs are minimized and in keeping with the agreement that this document represents.
This document represents the complete trading agreement between CLIENT and MHAW and takes precedence over all previous documents and any subsequently offered standard terms and conditions by CLIENT.
Variations beyond fine tuning of the content presented here shall be undertaken only by mutual agreement. MHAW may agree changes to the scope or profile of the programme after it has commenced. In such cases MHAW will advise CLIENT of any changes to the programme price and will implement any changes once these are agreed with CLIENT.
Variation by CLIENT beyond this level or without the agreement of MHAW shall constitute a cancellation and shall be treated as such.
CLIENT shall be liable for any and all fees and costs arising out of any failure to complete any of their obligations agreed as part of this proposal and indemnify MHAW against any loss arising out of any inability to be able to deliver the agreed proposal arising from such a failure.