We are looking for people who are dedicated to making MenoHealth a success. This is a legally binding contract which sets out what you are agreeing to do as a MenoLeader and what you can expect from us. In summary, these are the main points of the Agreement:
This Agreement runs for a period of 12 months and is therefore due for renewal on an annual basis. If at any time after the 12 months you wish to stop being a MenoLeader and leave the MenoHealth programme you can give us 30 days’ notice and must return all the training and brand materials to us.
The annual fee to be a MenoLeader is included when booking the MenoHealth Training Programme and an annual fee of £240 will be charged thereafter to maintain your status as a MenoLeader. Your insurance is included for twelve months when booking the MenoHealth Training Programme and has an annual fee of £48 per year thereafter.
These sums are due for the whole year and will not be refunded in the event that you choose to cancel or we cancel this Agreement.
Customers will pay an Attendance Fee (of at least £5) to attend each MenoClass. Customers pay this fee directly to you via the Bookwhen booking system accessed through our website less our fee of 10% and any transaction charges. In order to receive payment you will need a Stripe account.
The information and materials we provide to you under this Agreement are commercially sensitive and highly confidential. You must be alert to the risk that other people will want to copy the MenoHealth programme and you must take care to protect the materials we provide to you.
You cannot set up (without our permission) your own programme or help anyone else to set up a similar programme which provides health and fitness services, or holistic support targeted at women experiencing menopausal symptoms. This restriction continues for 3 years after this Agreement comes to an end.
This Agreement is dated …………………………………….
[ NAME ] of [ ADDRESS ] (the “MenoLeader”, “you”, “your”).
As a result of extensive research, practical business experience and years dedicated to improving the fitness of older people and women going through the menopause, MenoHealth has developed the Brand, which is carried on under the Trade Name and using our Intellectual Property.
We have built up a substantial reputation and goodwill in the Trade Marks and Brand, which is associated with transforming the health and wellbeing of MenoHealth’s customers, developed high quality trainers and extremely high standards of service.
MenoHealth is the owner of the Intellectual Property Rights, the Trade Marks the Materials and the Brand.
Subject to your completion of the Training Programme and payment of the Fees, we wish to grant you a Licence to use the Materials and operate the Business within the Territory in accordance with the terms of this Agreement.
The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).
Definitions:
Annual Membership Fee | means £240.00 ([inclusive of VAT). |
App | means the application owned by MenoHealth which is used: |
Attendance Fee | means a fee payable by each Customer through the Bookwhen booking system of at least £5.00 (inclusive of VAT) per MenoClass. |
Bookwhen | means www.bookwhen.com, the booking platform used by Customers to book and pay for a MenoClass. |
Brand | means any identifying mark associated with ‘MenoHealth’, a holistic approach to helping women enjoy a healthier and happier menopause, including: as updated from time to time. |
Brand Guideline(s) | means the guidance issued by MenoHealth (as updated from time to time), confirming the permitted form and use of the Brand. |
Business | your commercial and trading activities undertaken as a MenoLeader in accordance with the terms and conditions of this Agreement. |
Business Day | mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; |
Code of Conduct | means the guidance issued by MenoHealth, governing the standards of behaviour and quality of service delivery that must be met by each MenoLeader (as updated from time to time), a copy of which has been provided to you and is available on request. |
by Customers to access information about a MenoClass;
by MenoHealth to provide information to Customers and MenoLeaders
the Trade Marks;
the terms ‘MenoClass’ and ‘MenoLeader’;
all representations of the above and the Services (including any logos, general aesthetic, tone, font choice, colours, products);
Confidential Information | means all confidential information (however recorded or preserved) disclosed by a party to the other party whether before or after the date of this agreement in connection with MenoHealth, including but not limited to: |
Continuing Professional Development (CPD) | how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); means the practical training, organised and provided by MenoHealth at least once per calendar year to MenoLeaders to ensure ongoing compliance with the Code of Conduct, Brand Guidelines and Materials. |
Data Protection Legislation | means all law relating to the Processing of Personal Data including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable guidance and codes of practice issued by the Information Commissioner’s Office or any replacement EU or UK data protection or related privacy Law in force in England and Wales. |
Effective Date | means the date of this Agreement. |
the existence and terms of this agreement;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
the operations, processes, product information, know-
any information developed by the parties while carrying out this agreement;
feedback from Customers or information collecting as a result of product or service testing or design;
any information detailed in the Materials.
Fees | means the Annual Membership Fee and Attendance Fee. |
Initial Term | means the 12-month period from the Effective Date. |
Intellectual Property Rights | means all patents, utility models, rights to inventions, copyright and neighbouring and relates rights, moral rights, trademarks and service marks, business names and domain names, rights in get- up and trade dress, goodwill and the right to sue for passing of or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now of in the future in any part of the world. |
Invention | means any invention, idea, discovery, development, improvement or innovation made by you in the provision of the Services, whether patentable or capable of registration, and whether recorded in any medium. |
Licence | |
Materials | means the all documents, information and materials provided to the MenoLeader under this Agreement including (but not limited to) the Brand Guidelines, Code of Conduct, Intellectual Property Rights and Trade Marks (as updated from time to time). |
Manual | means the guidance issued by MenoHealth, governing how the MenoLeader is permitted and expected to deliver the Services and any MenoClass (as updated from time to time). |
MenoClass | means the holistic, health and wellbeing, support and exercise sessions delivered by the MenoLeader to Customers in accordance with the Manual and Code of Conduct. |
Renewal Date | means the 12-month anniversary of the Effective Date and each subsequent 12-month anniversary thereafter. |
Services | means the services to be provided by the MenoLeader to Customers in accordance with this Agreement primarily, the delivery of MenoClasses. |
Stripe | means the payment gateway used by Bookwhen to pass payment into your bank account. |
Sub-Processor | means any person, including any third party, but excluding an employee of the Processor, appointed by or on behalf of the Processor in connection with this agreement. |
Term | |
Territory | means the United Kingdom and Republic of Ireland. |
Trade Marks | the registered and unregistered trademarks set out in Schedule 1. |
Training Fee | means the payment permitting entry to the Training Programme, including the first payment of the Annual Membership Fee, payable in advance of the Effective Date |
Training Programme | means the training programme delivered by MenoHealth to a potential MenoLeader which must be completed before a MenoLeader is granted the Licence and can carry on the Business. |
VAT | means value added tax chargeable under the Value Added Tax Act 1994. |
Unless otherwise stated in this Agreement: (a) any reference to this Agreement includes its schedules; (b) the headings in this agreement are inserted for convenience only and shall not affect its construction or interpretation; (c) words suggesting a gender shall include all other genders, words denoting the singular shall include the plural and vice versa and persons includes natural persons, firms, partnerships, companies, corporations (in each case whether or not having a separate legal personality); (d) references to statutes, statutory instruments and government regulations shall be deemed to include any modification, amendment, extension or re-enactment thereof from time to time; (e) the expressions including, include, in particular, for example and any similar expression shall not limit the preceding words; and (f) a reference to any agreement or document means that agreement or document as amended or varied by written agreement between the parties from time to time.
This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall continue for the Initial Term (12 months) and shall automatically extend for a further period of 12 months to the next Renewal Date.
The MenoLeader may terminate this Agreement any time after the Initial Term by giving us not less than 30 days’ notice to MenoHealth, such notice to expire on the Renewal Date.
MenoHealth may give you 30 days’ notice at any time to terminate this Agreement.
In receipt of you paying the Training Fee we shall arrange for you to attend the Training Programme.
Subject to your successful completion of the Training Programme, we will:
confirm your status as a MenoLeader and issue you with a MenoLeader programme certificate;
grant you a Licence to use the Intellectual Property in the Materials and the Brand;
provide you with general advice and guidance on how to set up and operate the Business;
provide you with copies of the Materials required to operate the Business;
enable you to operate the App as a MenoLeader; and
grant you consent to carry on the Services in the Territory.
Your status as a MenoLeader is one of an independent licensee and nothing in this Agreement shall render you an employee, franchisee, worker, agent or partner of MenoHealth and you shall not hold yourself out as such.
As such, you reserve the right to provide the services using suitably qualified substitute personnel of you own choosing, provided that we are reasonably satisfied that the substitute personnel possess the necessary skills and qualifications for the satisfactory completion of the services. You will remain liable for the services completed by said substitute and will bear any costs.
You shall pay the Annual Membership Fee each year, on or before the anniversary of the Effective Date.
If you fail to pay the Fees (or any part of them) when they fall due, you will pay:
an additional fee of £100 (including VAT) within 30 days; and
interest on the overdue sum (plus any additional fee payable under clause 4.2.1) at a rate of 8% above the Bank of England’s base rate from time to time accruing daily, from the due date until payment of the overdue sum, whether before or after judgment.
We reserve the right to increase the Annual Membership Fee and/or the Attendance Fee by providing you with at least 30 days’ written notice.
You will receive payment directly for each MenoClass booking taken on Bookwhen, less our 10% fee and Stripe’s transaction fees at .20p and 1.4% of the class fee. For example, for a £5 class booking, you will receive £4.33. In order to receive payment you will need a Stripe account set up online.
If a Customer is dissatisfied with your delivery of the MenoClass and demands a refund we shall work with you to resolve the Customer’s complaints.
You shall not:
accept any payments from the Customers direct i.e. by cash or ‘pay on the door’;
advertise the Services or MenoClass in, or specifically aimed at, any country outside the Territory;
accept Customers from or use the Brand outside the Territory;
advertise or sell any products or services (other than the Services) to Customers; or
advertise or sell the Services to Customers other than in accordance with the terms of this Agreement.
You shall:
ensure all Customers pay the Attendance Fee through Bookwhen;
obtain and maintain all permissions, consents and authority from third parties necessary to deliver the MenoClasses (and provide evidence of the same to MenoHealth upon request);
be solely responsible for and indemnify MenoHealth for any income tax, National Insurance and social security contributions;
deliver the Classes and Services in accordance with the Code of Conduct, the Manual and to the highest standards of service delivery;
inform us of all Inventions and possible improvements or modifications to the Services which you become aware of during the term of this agreement;
comply with all applicable laws, regulations, codes of practice and good industry practice applicable to health and fitness, exercise and wellbeing services;
use your best endeavours to promote and grow the Business;
use your best endeavours to protect and promote the goodwill of the Brand;
supply Services to Customers only on the standard terms and conditions and charge the Attendance Fee set out in the Manual or otherwise notified by us in writing from time-to-time;
only use your designated email address (provided by us) for all correspondence with Customers and/or in relation to the MenoClasses and Services;
use your MenoLeader Bookwhen account to:
accurately record all MenoClasses delivered by you only and not any other form of fitness/exercise classes;
accurately register all Customers which register for and attend each MenoClass;
accurately input all details for each MenoClass such as venue information, time, date and address;
We shall:
after the first anniversary of the Effective Date, make available and deliver a CPD training session at least once per year;
update the Materials from time to time and as soon as reasonably practicable inform you in writing of all such updates.
endeavour to cooperate with your reasonable requests within the scope of the Services, however it is acknowledged that you shall have autonomy over where and when the Services are completed.
You shall:
endeavour to comply with the MenoHealth Core Values, Brand Guidelines, Manual, specifications, standards and instructions relating to the Services and Brand, as specified in the Materials and as notified by us from time to time;
attend at least one CPD training session per year;
notify us within 5 Business Days of any complaint received from a Customer, together with details of the steps taken or due to be taken by you to remedy the complaint;
provide necessary equipment and wear appropriote workwear as is reasonable for the adequate performance of the Servcies, e.g. a MenoHealth t-shirt.
not do anything that could (in our reasonable opinion) bring the Brand into disrepute or damage the reputation of the Brand;
without delay, inform us of any possible or actual invention, improvement or modification to the Services or any business opportunity which comes to your attention;
Subject to your successful completion of the Training Programme, MenoHealth grants to the MenoLeader the non-exclusive right, in the Territory to use the Trade Marks in the promotion, advertisement and sale of the Services subject to, and for the duration of, this Agreement and use of the copyright in the Materials solely for the purpose of delivering MenoClasses.
You acknowledge and agree that all Intellectual Property Rights in the Materials shall remain ours and that you have and will acquire no right in them by virtue of the discharge of your obligations under this agreement, except for the right to use the Materials as expressly provided in this agreement.
You shall market, advertise and sell the Services only under the Trade Marks, and not in association with any other trade mark, brand or trade name, except as permitted in any Branding Guide issued by us. You shall ensure that the appropriate Trade Marks shall appear on all materials, promotions, advertisements and sale of the Services followed by the symbol ®, or the letters RTM as appropriate.
All representations of the Trade Marks that you intend to use shall be submitted to us for written approval before use.
You shall comply with all rules for the use of the Trade Marks issued by us (including those set out in any Branding Guide) and shall not, without our prior written consent:
alter or Make any addition or modifications to the Services or to any advertising and promotional materials supplied by us;
alter, deface or remove any reference to the Trade Marks, any reference to MenoHealth or any other name attached or affixed to the Materials.
You shall not sub-licence, transfer or otherwise deal with the rights of use of the copyright, the Trade Marks or Brand granted under this Agreement.
You shall not do, permit, or omit to do, anything that could adversely affect the validity or reputation of the Trade Marks or Brand.
You acknowledge that this Agreement does not operate to vest any right, title or interest in the copyright, Trade Marks or Brand in the MenoLeader. You shall immediately on request enter into any further agreements with MenoHealth, in a form satisfactory to us, necessary for the recording, registration or safeguarding of MenoHealth’s Intellectual Property Rights.
Each party shall promptly give notice in writing to the other if it becomes aware of:
any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights relating to the Services within the Territory; or
any claim that the Services or the use, sale or other delivery of the Services within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.
In respect of any matter that falls within clause 9.9, MenoHealth shall:
in its absolute discretion, decide what action to take in respect of the matter (if any);
conduct and have sole control over any consequent action that it deems necessary.
MenoHealth alone is responsible for the registration and maintenance of any marks or designs that relate to the Services. You shall not obtain or try to obtain or register for yourself anywhere in the world any trademarks or trade names the same as or similar to the Trade Marks.
Except as expressly permitted in this Agreement, you shall not use the copyright or Trade Marks as part of the name under which you conduct the Business, or any connected business, or under which you sell any goods or services (except the Services), or in any other way.
You shall not sub-licence, assign, transfer, charge or otherwise encumber the right to use, reference, or attempt to transfer the copyright or Trade Marks to any other party, except as expressly permitted in this Agreement.
You shall not
apply for registration of any of the Intellectual Property Rights (or any intellectual property that is similar to the Materials); or
use any intellectual property that is similar to the Materials; in your own name, in any part of the world.
You shall comply with the Manual and all instructions by us as to use of the Intellectual Property Rights and the ™, ® and ©, symbols in relation to the Materials.
You shall provide all reasonable assistance to us so that we may register any of our Intellectual Property Rights.
You shall not start or perform the Business until you have completed the Training Programme and been awarded the Programme Certificate.
You shall advertise and market the Business in accordance with our Brand Guideline.
You shall immediately modify, alter, change, destroy, remove, stop using or return to us any or all advertising, promotion, social media, documents or other materials such as we consider necessary to protect the goodwill and reputation of the Brand.
In addition to the annual CPD training, you shall attend at your own cost such further training as we may reasonably require.
You shall provide us with all evidence and information we reasonably require in order to review your compliance with the terms of this agreement.
You shall treat the Materials as commercial sensitive and strictly confidential. You shall hold the Manual, Code of Conduct and Brand Guidelines in safe custody, not disclose them to any third party and keep them in good condition until returned to us or destroyed (in accordance with our instruction) at the expiration or termination of this agreement.
During the Term and for a period of 3 years after the expiry or termination of this Agreement, you shall not:
participate in or register with any group (whether on the internet or otherwise) which has as its aim (whether stated or not) or effect the denigration of the Brand.;
solicit or endeavour to entice away from MenoHealth (or any other Licensee of MenoHealth) the business or customer of a Customer with a view to providing goods or services to that Customer in competition with MenoHealth or its Licencees;
operate, assist with, be involved as agent, consultant, director, owner, partner or shareholder (with more than 5% shareholding), or be engaged by any business concern which is in competition or similar to the Brand;
employ or engage, or otherwise endeavour to entice away any employee of MenoHealth or any employee of another MenoLeader.
You acknowledge and agree that it is your sole responsibility to:
advertise the Services and MenoClasses accurately;
assess whether the Services can be delivered safely and appropriately to each potential Customer;
ensure the health and safety of Customers attending a MenoClass;
make reasonable adjustments to adjust the Services delivered during a MenoClass to take account of any medical condition or disability which may impact a Customer’s ability to participate safely in the MenoClass.
You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
your breach of this Agreement;
your negligent advertisement or performance of the Services or any MenoClass;
any claim arising from the use of equipment not supplied by or approved by us in advance;
any claim by a third party for death, personal injury or damage to property arising out of or in connection with this Agreement, save to the extent that such claim is solely attributable to the deliberate act or omission of MenoHealth or its employees.
You are solely responsible for:
providing sufficient information to Customers and potential Customers which enable them to determine whether they can complete the MenoClass safely;
ensuring all Health Commitment Statements are completed and advising your Customers to seek the advice of a physician or other qualified healthcare
professional to determine whether they can participate in the MenoClass safely if necessary.
Subject to 11.3, we accept no responsibility or liability for any act or omission undertaken by the MenoLeader in delivering the Services and you must use your own judgment to ensure the safety of Customers.
Without prejudice to any other rights or remedies that MenoHealth may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of this Agreement and we shall be entitled to remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
You shall be covered by our insurance policy for twelve months from the date you successfully complete the MenoLeader training programme. This policy includes:
Public and products liability (£2,000,000 limit of indemnity)
Professional indemnity cover (£500,000 limit of indemnity)
Renewal of our insurance policy begins in year two at a cost of £48.00 annually which will be taken by direct debit.
You shall not breach or allow any breach of such insurance policies.
If you do not renew your insurance with us in year two and subsequent years, you are responsible for taking out and maintaining an all-risk insurance policy with a reputable insurance company (or companies) which such amount of cover as we may, in our absolute discretion specify in the Manual.
You shall provide us with copies of all such policies and renewals along with evidence of payment of premiums.
Either party may terminate this agreement immediately if the MenoLeader does not successfully complete the Training Programme.
Either party shall be entitled to terminate this Agreement in accordance with clause 2.
Either party shall be entitled to terminate this Agreement with immediate effect by giving written notice to the other in the event that:
the other party commits an irremediable breach of this Agreement or commits any remediable breach and fails to remedy it within 30 days of written notice (from the party not in default) to remedy the breach;
the other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or suffers any event which could be reasonable considered to indicate that it is insolvent or at serious risk of becoming so including, insolvent liquidation, a declaration of bankruptcy, the presentation of a bankruptcy or a winding up petition which is not withdraw, dismissed or discharged within 30 days of its presentation or the appointment of an administrator, receiver or similar over any assets or undertaking;
the other ceases or threatens to carry on business; or
a Force Majeure Event continues for a period of 4 weeks or more.
the MenoLeader:
fails to pay any amount due under this Agreement for a period of 14 days or more;
fails to comply with the Manual, CPD training, Training Programme, Code of Conduct, Brand Guideline or reasonable instructions of MenoHealth;
breaches the Licence;
commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful requests of MenoHealth;
is convicted of any criminal offence (other than an offence under any road traffic legislation in the Territory for which a fine or non-custodial penalty is imposed).
MenoHealth (acting reasonably) considers:
there is a real or potential conflict of interest between the business or commercial interests of MenoHealth and the MenoLeader;
the MenoLeader does anything or permits anything to be done which has the potential to damage MenoHealth’s reputation, image or goodwill or the Brand;
the MenoLeader is negligent, reckless or incompetent in its performance of the Services;
the MenoLeader has failed to take adequate steps to keep the Materials and/or the contents of this Agreement confidential;
the MenoLeader has done or permitted to be done, any act which might jeopardise or invalidate the registration of the Trade Marks or does any act which might assist, or give rise to, an application to remove the Trade Marks, or which might prejudice the right or title of MenoHealth to the Trade Marks
Customers have raised serious or repeat complaints about the MenoLeader, the Services or the Classes and the MenoLeader having received notice of such complaints, fails to improve the Classes or Services to the reasonable satisfaction of MenoHealth.
If either party terminates this Agreement prior to the next Renewal Date, the MenoLeader shall not be entitled to a refund of the Fees (or any part of the Fees) for the remainder of the Term.
Upon expiry or termination of this Agreement for any reason:
the Licence shall immediately terminate;
the MenoLeader shall:
immediately discontinue all use of the Brand, Trade Marks and Materials;
cease to operate the Business and shall not hold itself out as associated with or do anything that may indicate any relationship between it and MenoHealth;
cease to use the designated email address or otherwise communicate with the Customers other than to pass their enquiries direct to MenoHealth;
immediately return all Materials (including training and marketing materials) to MenoHealth;
(if instructed to do so by MenoHealth) issue a public statement confirming it is no longer affiliated with MenoHealth;
pass all enquiries made by and full details of all potential Customers to MenoHealth;
take all other steps and in particular execute and deliver to MenoHealth all documents necessary to comply with its obligations under this Agreement;
grant MenoHealth access to its records and documents to verify compliance with this clause.
all outstanding sums payable by the MenoLeader to MenoHealth shall immediately become due and payable; and
any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement (including clause 14) shall remain in full force and effect;
Any termination or expiry of this Agreement shall not affect any rights or liabilities that have accrued prior to such termination.
If MenoHealth terminates this Agreement under clause 12.4 or for any reason prior to the next anniversary of the Effective Date, no Fees shall be refunded to the MenoLeader.
The provisions of this clause shall not apply to any Confidential Information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
the parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.
The MenoLeader shall keep the Confidential Information confidential and shall not:
use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
The MenoLeader may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
MenoHealth reserves all rights in its Confidential Information. No rights or obligations in respect of the Confidential Information other than those expressly stated in this agreement are granted to the MenoLeader, or to be implied from this Agreement.
On termination of this agreement, the MenoLeader shall:
destroy or return to the other party all Materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
erase all Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
certify in writing to the MenoHealth that it has complied with the requirements of this clause, provided that the MenoLeader may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
Except as expressly stated in this agreement, MenoHealth makes any express or implied warranty or representation concerning its Confidential Information.
The provisions of this clause 14 shall continue to apply after termination of this agreement.
Each party shall comply with the Data Protection Legislation when Processing Personal Data under this agreement. The Controller and the Processor acknowledge that for the purposes of the Data Protection Legislation, Move it or Lose it is the Controller and the MenoLeader is the Processor of any Personal Data Processed under this Agreement. For the avoidance of doubt, should the MenoLeader Process the Personal Data under this agreement for any other purposes other than those listed in Schedule 2 or other instructions documented in writing from time-to-time, the MenoLeader will be acting as Controller in its own right of that Personal Data.
Each party shall ensure that they have all necessary and appropriate legal bases required for the lawful processing of Personal Data under this agreement (including any transfer of Personal Data to the other Party). Without prejudice to the MenoLeader’s other obligations under this clause, the MenoLeader shall ensure that before it Processes or allows to be Processed, the Personal Data of any Customer, the Customer has been provided with and completed a Health Commitment Statement (HSC) and provided with a copy of the MenoHealth's up-to-date privacy statement.
In demand by MenoHealth at any time, the MenoLeader shall provide a copy of the completed HCS, MenoHealth’s privacy statement and record of the date when these were provided to the Customer
Where the MenoLeader is acting as Processor, it shall:
do so only on written instructions from the MenoHealth (the first such instructions being those set out in this agreement) as revised by the MenoHealth from time to time;
promptly comply with the MenoHealth’s written instructions and requirements from time to time, including any requests to amend, delete or transfer Personal Data;
inform MenoHealth as soon as reasonably practicable if the MenoLeader considers that it has been given an instruction which does not comply with the Data Protection Legislation or MenoHealth’s data protection policy; and
take all reasonable steps to ensure the reliability and integrity of all staff involved in the handling of Personal Data and ensure that those staff:
adhere to appropriate confidentiality obligations; and
undergo adequate training in Data Protection Legislation and confidentiality including in relation to the MenoLeader’s obligations under this agreement.
The MenoLeader shall:
process the Personal Data in such a manner as not to cause MenoHealth in any way, to be in breach of the Data Protection Legislation;
offer reasonable cooperation and assistance with and forward without undue delay, any complaint, request (including a Data Subject Access Request or withdrawal of any consent), notice or other communication which relates directly or indirectly to the Personal Data or to either party’s compliance with Data Protection Legislation (including any request from the Information Commissioner), to MenoHealth and not respond to or otherwise deal with such communication except as instructed by MenoHealth or as required by the Data Protection Legislation;
keep records of any Processing of Personal Data it carries out on behalf of the MenoHealth which are sufficient to demonstrate compliance by MenoHealth and the MenoLeader with the Data Protection Legislation; and
at the option of MenoHealth and without prejudice to clause 15.2, either irretrievably delete or return all Personal Data to the MenoHealth in accordance
with the Manual or as subsequently agreed in writing between the Parties (unless the MenoLeader is required by law to retain that Personal Data) for longer.
The MenoLeader shall maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction or damage.
The MenoLeader shall not transfer any Personal Data outside of the European Economic Area without the prior written consent of MenoHealth. Where MenoHealth consents to such a transfer, such transfer shall be governed by the most recently issued standard contractual clauses from the European Commission, Information Commissioner’s Office, or other appropriate European Commission approved mechanism for such Personal Data transfer.
The MenoLeader shall notify MenoHealth without undue delay and no later than 24 hours if the MenoLeader becomes aware of any Personal Data Breach. Such notification must:
describe the nature of the breach including the categories and number of Data Subjects and records concerned including whether any Special Category Data has been compromised;
communicate the name and contact details of all persons from whom more information can be obtained about the breach;
describe the likely consequences of the breach; and
describe the measures taken by the MenoLeader and the measures which the MenoLeader wishes MenoHealth to take at the MenoLeader’s expense, to address the breach and mitigate its possible adverse effects.
The MenoLeader shall give MenoHealth all reasonable co-operation and assistance without undue delay in relation to any such Personal Data Breach including:
taking all reasonable steps, MenoHealth requires to assist in the containment, mitigation, remediation and investigation of such breach;
providing assistance with notifying the Information Commissioner’s Office or affected Data Subjects of any breach of the Data Protection Legislation; and
providing MenoHealth promptly with all relevant information in the MenoLeader’s possession.
The MenoLeader shall provide such information as is reasonably necessary to enable MenoHealth to satisfy itself of the MenoLeader’s compliance with this agreement and shall permit MenoHealth and its authorised representatives, upon reasonable prior notice, access to the MenoLeader’s facilities to inspect the procedures and measures referred to in this Agreement.
Nothing in this Agreement requires either party to disclose any information to the other Party or any third party if to do so would breach the Data Protection Legislation. If any part of this clause does not comply with the Data Protection Legislation, MenoHealth may amend that part (to the minimum necessary to ensure such compliance) by giving the MenoLeader at least twenty (20) Business Days’ notice. The parties agree that such amendment shall not be regarded as a variation to this Agreement.
Where MenoHealth allows a Sub-Processor to Process Personal Data in accordance with Clause 15.13 the MenoLeader shall:
include the same provisions concerning Data Protection and privacy as those in this agreement, in the subcontract with that Sub-Processor; and
provide in the subcontract that MenoHealth may enforce such obligations directly against the Sub-Processor under the Contracts (Rights of Third Parties) Act 1999.
The appointment of a Sub-Processor shall not relieve the MenoLeader from any of its obligations under this agreement and the MenoLeader shall be liable to MenoHealth for the performance of the Sub-Processor’s obligations in relation to Personal Data under this agreement.
You shall not assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any or all your rights under this Agreement without our prior written consent.
We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of our rights under this Agreement.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or nonperformance continues for 4 weeks, the party not affected may terminate this Agreement by giving 21 days' written notice to the affected party.
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to team@menohealth.co.uk
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt;
if sent by pre-paid first-class post or other next Business Day delivery service, at
9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
if sent by email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Licensee acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Licensor which is not set out in the Agreement.
Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
No one other than a party to this Agreement their successors and permitted assignees shall have any right to enforce any of its terms.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with the Agreement (including non-contractual disputes or claims).
Status | Mark | Registered Trade Mark No (if applicable) | Classes of use at Intellectual Property Office | Date of publication or registration | Country |
Registered |
“Menohealth” | UK00003345914 | 9, 10, 16, 25, 35, 41, 42, 44 | 9 November 2018 | UK |
Unregistered - Applying for registration | Menoclass
| UK00003374234 | 25, 41 | 11 February 2019 | UK |
Unregistered | MenoLeader | - | - | - | UK |
Unregistered |
| - | - | - | UK |
Description of Personal Data and categories of Data Subjects | Method and purpose of Processing | Duration |
Personal Data in the form of contact details of Customers and potential Customers members including:
| MenoHealth requires the Customer Data for the purpose of designing and delivering the Services. MenoHealth provides the MenoLeader with the Customer Data for the purpose of:
(the “Purposes”). | As long as is reasonably necessary to adequately fulfil the Purposes and for a minimum of 3 years following the expiry or termination of this Agreement. |
Signed by [FULL NAME OF PARTY] Email: | .................... |
Signed by [NAME] for and on behalf of MOVE IT OR LOSE IT LIMITED | .................... |
