Mutual Contributor Agreement Terms & Conditions

These terms & conditions relate to Contributor Agreements with UMi, and set out the terms under which you, as a Contributor of UMi’s Network, agree to contribute:

1. content to UMi to be published on the UMi Direct Platform or otherwise shared with other members of our network via our website and other means;

and/or

2. expertise as part of the UMi Service direct to UMi’s Network or via programmes delivered by UMi on behalf of an UMi Client to customers.

Please read these terms & conditions carefully. As a Contributor, you agree and shall be legally bound by the Contributor Agreement terms & conditions. You are advised to print off and keep a paper copy of the terms & conditions for your records, at the date of signing.

1. DEFINITIONS

"Content" means those materials, in any format, provided to UMi, including, but not restricted to, documents, podcasts, webinars, reference material, user guides, demonstration material and so on.  This material may be in a range of formats including verbal, written, audio or video recordings.

“Expertise” means the expert knowledge of the Contributor which will be used to provide services on behalf of UMi with the aim of supporting UMi’s Network and/or programme customers.

“Programme Customers” means any person and business that the Contributor meets and/or provides services to via a programme being delivered by UMi on behalf of an UMi Client.

“UMi Client” means any organisation that has contracted with UMi to provide services.

“Contributor” means the Party providing content or expertise for utilisation by UMi.

“UMi” means UMi Commercial Ltd CRN 07227157, and its parent, subsidiary and any other associated group companies.

The “UMi SatNav Platform” refers to our website and associated mobile application.

“UMi Network” refers to our network of contributors, advisers, subscribers, clients and partners to whom we provide advice, guidance and other services, from whom we receive content and support and with whom we work to drive businesses forward.

“Party/Parties” are those named entities, signing this agreement, in acceptance of the contained terms and conditions.

“Mutual Agreement” is reference to the fact both parties agree to the ongoing use mutually at the point of content or expertise contribution.

2. RIGHTS TO USE

2.1   Content

2.1.1 The Contributor grants UMi the rights of use and ongoing use for third parties, for the purposes contained in points 1 and/or 2 of this agreement, explicitly:

2.1.1.1 store the Content in internal archives; and

2.1.2   publish and transmit the Content on the UMi Direct Platform or by any other means.

2.1.3   The contributor grants UMi the use and ongoing use to third parties for the purposes named within points 1 and/or 2 of this agreement, which will be wholly royalty free.

2.1.4   Contributor grants UMi the right to amend or abridge the content as it may require from time to time usually, but not limited to aligning materials to UMi’s delivery style/language for its network.

2.1.5   The Parties shall agree the technical means by which the Contributor Content will be supplied by the Contributor to UMi and how this will then be incorporated into the UMi Direct Platform or other means. UMi’s decision will be final in all matters.

2.1.6 If the final content includes UMi stakeholders, for example but not limited to webinars whereby UMi has included a presenter and edited a final version, the contributor can use the final version for its own purposes but must request permission from UMi in writing to make any changes once the final version is published via UMi’s own channels or means.

2.2  Expertise

2.2.1   The contributor may be provided the opportunity to deliver their expertise/services, on occasion, to UMi’s network directly, the terms of this would be agreed outside of this agreement.

2.2.2   The format of the Contribution shall be agreed in advance with UMi and may include one to one mentoring services, broader engagement with UMi Network and/or programme customers, attendance and/or speaking at events including workshops and masterclasses and/or providing content for marketing and webinars.

2.2.3   UMi shall be under no obligation to use the services of the Contributor and the Contributor shall be under no obligation to accept an invitation to contribute.

2.2.4   The Contributor agrees that UMi shall have full rights to store, amend or otherwise use content that they have provided for the UMi Network and/or any Programme Customer.

2.2.5   Where the Contributor enters into a business relationship with an UMi Network customer or Programme Customer that they have met through delivery of services under this Agreement and for whom they agree to provide a service that is outside the remit of this Agreement, the Contributor must:

2.2.5.1 ensure the UMi Network Customer or Programme Customer is aware that the relationship is directly between the Customer and the Contributor; and

2.2.5.2 advise UMi that they have formed a direct relationship with the Customer.

Where the Contributor agrees to provide services under this Agreement, they shall receive no financial remuneration (for the avoidance of doubt, where a Contributor agrees to provide services for which there shall be a financial consideration those services shall be provided as a Supplier or as an Associate and are not covered by the terms & conditions of the Contributor Agreement).

3. LOGOS AND CREDITS

3.1   UMi may display the Contributor Logo and details on the UMi Direct platform.

3.2   Where the Contributor is providing services for a programme delivered by UMi, UMi may display the Contributor’s logo and details on the associates programme website.

4. CONFIDENTIALITY

4.1   The Contributor undertakes:

4.1.1   to protect and treat as confidential all confidential, trade secret or proprietary information regarding UMi, the UMi Network, UMi Clients and Programme Customers, including technical, commercial, financial and other information which is obtained from UMi in connection with this Agreement or with the negotiations leading up to it;

4.1.2   not to disclose to any person or company, publish, or use for Contributor’s own purpose, without the previous written consent of UMi, any of UMi’s confidential information or the confidential information of the UMi Network, UMi Clients and Programme Customers, (other than terms already set out in the public domain by UMi), or the existence of any information about any dispute or disagreement between the Parties; and

4.1.3   to disclose such documents and information to third parties only so far as it is necessary:

4.1.3.1  for the performance of this Agreement; and/or

4.1.3.2  to Contributor’s professional advisers; and/or

4.1.3.3  as required by law.

4.2   The provisions of the Confidentiality section shall survive any termination or expiration of the Agreement.

4.5   If the Contributor is in the US, pursuant to the Defend Trade Secrets Act of 2016, UMi shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law.

5. LIABILITY

5.1   Neither Party shall be liable to the other for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Content.

6. TERM

6.1 This Agreement will commence on the date that the CONTRIBUTOR Agreement is signed by all Parties. The Agreement will be reviewed within at least twelve (12) months of the commencement of the Agreement, unless specified on the face of the signed agreement.

6.2 Where on review, it is determined that the purpose for entering into this Agreement is no longer relevant, the Parties can agree to terminate the Agreement with immediate effect, unless specified on the face of the signed agreement.

7. DATA PROTECTION

7.1   Where the Contributor has access to personal data including data relating to UMi employees, UMi Network customers, UMi Client employees, other Contributors and Programme Customers they shall comply with any notification requirements under the Data Protection Legislation and shall duly observe all their obligations under the Data Protection Legislation.

7.2   The Contributor shall not act in such a way as to cause UMi to breach any of its applicable obligations under all applicable data protection laws and regulations and shall support UMi in meeting its obligations. 

7.3   Notwithstanding the general obligation in clause 4, where the Contributor has access to personal data, they shall:

7.3.1  take all reasonable steps to ensure the reliability and integrity of any personnel who have access to the personal data and ensure that they are subject to a duty of confidentiality in respect of that data;

7.3.2  put in place appropriate technical and contractual measures to ensure the security of the personal data (and to guard against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data);

7.3.3  not engage any sub-processor without a written contract and the prior written consent of UMi;

7.3.4  assist UMi in providing subject access and allowing data subjects to exercise their rights under Data Protection Legislation;

7.3.5  assist UMi in meeting its obligations in relation to the security of processing and, if applicable, with data protection impact assessments;

7.3.6  notify UMi immediately in the event of a data breach; and

7.3.7  permit such audits and inspections and provide such information as requested by UMi to ensure that Data Protection obligations are being met, and inform UMi if they are asked to do something infringing Data Protection Legislation.

7.4   Any data (including hard copy and electronic) collected, processed or used by the Contributor shall only be used for the purposes of fulfilling the specific assignment to which the data relates under the terms of this Agreement.

7.5   All personal data relating to the Contributor shall be held and processed by UMi in line with applicable data protection laws and regulations and held for no longer than necessary.

7.6   The Contributor agrees that UMi may use any personal data including photograph and biography that the Contributor may provide to UMi for marketing purposes, including to publish on the weareumi.co.uk website or any website associated with a Program.

7.7   The Contributor agrees that UMi may pass their contact details including name and email address to an UMi Network or Programme Customer so that the Customer can choose to make contact directly with the Contributor.

7.8   The provisions of this clause 7 shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.

8. Intellectual Property (IP)

IP is intangible property that is the result of creativity. This agreement seeks to protect IP proceeding the arrangement with UMi, under this agreement, and within or after the arrangement.

8.1 The rights to the IP of the content provided, by the Contributor to UMi, will be agreed as appended to this agreement.

8.2 It is assumed otherwise that where;

          8.2.1 No fee is discussed; the Contributor is providing the content under this agreement for UMi to utilise as detailed within clause 2.

          8.2.2 An agreed one-off reasonable fee is agreed; for UMi to own the ongoing rights to the IP of any content provided under this agreement.

          8.2.3 A fee structure is agreed for both parties to jointly own, and utilise independently, the IP of any content provided under this agreement.

8.3 The Contributor will be explicit upon signing the agreement any restrictions which are placed around the IP of contributions, by the contributor, provided to UMi,

9. GENERAL

9.1   Any notice given under this Agreement shall be in writing to letstalk@weareumi.co.uk or such other Contact as the Parties may notify from time to time.

9.2   UMi reserves the right to assign or transfer its rights or obligations under this Agreement without the Contributor’s prior written consent.

9.3   This Agreement represents the entire terms agreed between the Parties in relation to its subject matter. Any variation to this Agreement must be agreed and signed in writing by both Parties, to avoid inadvertent variations.

9.4   Nothing in this Agreement shall be deemed to create a partnership, agency or joint venture between the Parties. No Party shall have the authority to bind the other Party or to contract in the name of or create a liability against the other Party in any way for any purpose.

9.5   No failure or delay by any Party in exercising its rights under this Agreement shall operate as a waiver of that right nor shall any single or partial exercise by either Party of any right preclude any further exercise of any other right.

9.6   Each Party shall comply with all applicable law including, without limitation, the provisions of the Data Protection Act of 2018.

9.7   If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain unaffected and in force.

9.8   This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.