Partnership and Services Agreement Terms & Conditions

Version 2 - 16 February 2022

These terms and conditions relate to Legal Agreements with UMi, and set out the terms under which UMi and its Partners agree to work together in order to deliver the particulars as set out in the UMi Legal Agreements and any appendices, schedules and attachments, upon signature.

Please read these terms and conditions carefully. As a partner of UMi as described above, you agree and shall be legally bound by the Partnership Agreement terms & conditions You are advised to keep a copy of the terms & conditions for your records, we would recommend not to print but save as PDF by utilising your browser capabilities.

All terms within this here terms & conditions are applicable, unless specifically agreed within the documents attached to the UMi Agreement.

1. Definitions

1.1       In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

‘Affiliate’ means in relation to a party, anybody corporate which is from time to time a holding company of that party, a subsidiary of that party or a subsidiary of a holding company of that party, "subsidiary" and "holding company" have the meanings given in Section 1159 of the Companies Act 2006.

‘Agreement’ means the UMi Partnership, Services and/or other signed legal Agreement and all appendices or schedules and other documents attached to or incorporated by reference in it.

‘Data Protection Legislation’ means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information. 

“Clawback”; The parties agree that where a commission or specific fee had been agreed, by agreement, and the related business is cancelled, outside of the parties’ control, the affected party can invoice the other for the related pro rata % fee to be returned.

Documentation means any instructions or materials which UMi makes available to the Parties in connection with the Agreement.

ICO means the Information Commissioner's Office. 

Intellectual Property any and all intellectual property rights of any nature whether registered, registrable or otherwise, including patents, trademarks, design rights and domain names, moral rights, applications, trade or business names, goodwill, copyright, rights in databases, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites and materials. 

Personal Data means any data which relates to an individual who can be identified (a) from those data; or (b) from those data and other information, which is in the possession of, or is likely to come into the possession of, the holder of the information. Customer Data that constitutes personal data (as defined in GDPR). 

Support Service Core Hours means core working hours of 9am to 5pm UK Greenwich Mean Time (GMT) during a Business Day. 

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

“The companies” named on the signature of this agreement Individually the “Partner, or Party” and together the “Partners or Parties”

‘Working Day’ means Monday to Friday excluding bank and public holidays.

1.2      references to statutes or statutory provisions will include those statutes or statutory provisions as amended, extended, consolidated, re-enacted or replaced from time to time and any orders, regulations, instruments or other subordinate legislation made under them;

1.3      references to any party will, where relevant, be deemed to be references to or include, as appropriate, their lawful successors, assigns and transferees;

1.4      use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and other body or entity and (in each case) vice versa.

1.5       the headings will not affect interpretation.

2. TERM, MONITORING AND REVIEW

2.1      This Agreement will commence on the date that the Agreement is signed by all Partners. The Agreement will be reviewed within at least twelve (12) months of the commencement of the Agreement.

2.2      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.

3. PURPOSE

3.1      The Partners will work together to achieve the Purposes as set out in the schedules to the Agreement.

4. CONFIDENTIAL INFORMATION

4.1      Except to the extent permitted by law or where disclosure is expressly permitted in writing by the Partner, each Partner shall:

4.1.1    treat the other Partner's Confidential Information, including Commercially Sensitive Information, as confidential and safeguard it, accordingly; and

4.1.2    not disclose the other Partner's Confidential Information to any other person without the owner's prior written consent.

5. DATA PROTECTION

Unless otherwise stated in the schedules to this Agreement, UMi is Data Controller. Each Partner agrees to manage data in accordance with this Clause 5.

5.1 Permitted uses of data

5.1.1    The processing of data is necessary to facilitate delivery of the partnership.

5.1.2    Without this data (i.e. the minimum data necessary) the Partners will be unable to correctly identify individuals (the “Interested Participants”) that wish to be involved with the specified activities.

5.2       Legal Basis for sharing/processing data

5.2.1    Personal data is shared between the Partners for the legitimate interest of delivering the activities as set out within the partnership agreement.

5.2.2    The information provided by the Interested Participants will be used to:

5.2.2.1    allow the Partners to interact with Interested Participants and to enable the Interested Participants to be identified as Participants in activities.

5.2.2.2    send the Interested Participants updates about activities and to let them know about other business opportunities, services and events from UMi, but only where the Interested Participants have consented to receive such information.

5.2.3   Any Interested Participant who withdraws their consent from receiving information from one or more of the Partners will be deemed to have withdrawn their consent for receiving information from all of the Partners.

5.2.4 The right to respect for privacy:

5.2.4.1    Any sharing of Personal Data under this Agreement that enables the identification of individuals will only be processed by the Partners minimally in accordance with the purposes set out in this Agreement and its lawful basis for processing the data.

5.2.5    Privacy Notices:

5.2.5.1    The Privacy Notice to be provided to Interested Participants is set out in the schedules to this Agreement, where relevant.

5.2.5.2    It is the responsibility of each Partner to ensure that their respective Privacy Notices are sufficiently detailed to cover the data sharing activity specified in this Agreement, including the purpose and the lawful basis for the sharing/processing of the data.

5.2.5.3    The relevant Privacy Notice for UMi is published here:

UMi Commercial Ltd

www.weareumi.co.uk/about-us/privacy-policy

5.3       Data Handling

5.3.1    Each Partner agrees to handle shared Personal Data in accordance with the Data Protection Act 2018.

5.3.2    The Personal data will be shared in accordance with the annexed description of Personal Data in the schedules to this Agreement.

5.3.3    Accuracy of Shared Data

5.3.3.1    It is the responsibility of each Partner to the Agreement to maintain the accuracy of the Shared Data.

5.3.4    Assurance of Compliance

5.3.4.1    It is the responsibility of each Partner to the Agreement to maintain adequate organisational and other technical measures to assure compliance with its obligations under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018.

5.3.4.2    Each Partner agrees to:

• maintain an up to date policy available for all staff for the secure handling of data, including Personal Data;
• train its staff on how to handle data including Personal Data, in accordance with the GDPR, the Data Protection Act 2018 and all relevant data protection legislation.
• have a process in place to handle any security incidents involving Personal Data, including notifying relevant third parties of any incidents;
• maintain measures to protect against unauthorised or unlawful processing of, accidental loss or destruction of, or damage to, data, including Personal Data; and
• notify the other Partners named in this Agreement of a complaint from individuals or groups that are the subject of the data share within seventy-two (72) hours of receiving the complaint, resolve that complaint under its complaint process, and provide all reasonable assistance to the other Partners towards resolving the complaint.

5.3.4.3    Each Partner to this Agreement authorises each other Partner to share the Personal Data supplied under this Agreement with those individuals named in this Agreement and those employed by the other Partners and with a genuine business need to undertake the necessary work described in this Agreement for undertaking work necessary to fulfil the purposes described in this Agreement.

5.3.4.4    Each Partner to the Agreement will:

• restrict access and use of the data for the purposes described in this Agreement.
• store the data securely.
• not transfer the data outside of the European Economic Area (EEA) unless the supplier transferring data outside of the EEA complies with European data protection law and that the information is protected;
• restrict access to the data to only those employed by the Partners and with a genuine business need to undertake the necessary work described in this Agreement, or where otherwise agreed in writing between the Partners; 
  • this includes sharing data with named intermediaries such as the Sponsors, but only where the Interested Party has provided the appropriate permission;
• ensure that all individuals named in this Agreement are instructed that Personal Data shared under this Agreement, unless otherwise specified, or Personal Data derived from the data shared under this Agreement:
  • must not be further shared or published without the prior written agreement of the Partners;
  • where sharing or publication has been agreed, the data must first be sufficiently depersonalised to prevent identification of individuals from the shared or published data except where the sharing or publication of that Personal Data is necessary for the relevant Partner to comply with a legal obligation;
• ensure that any proposed changes to this Agreement are agreed in writing with the other Partners in writing;
• safeguard the Personal Data using appropriate technical and other measures including:
  
  • all equipment/devices are protected with necessary and up to date protection from unauthorised access;
  • secure physical storage and management of non-electronic Persona Data;
  • password protected computer systems, ensuring that passwords are of the appropriate length and complexity, and require regular renewal;
  • arrangements to restrict access to the shared data only to those that require it for the agreed purposes, and take reasonable steps to ensure the reliability of employees who have access to data;
  • appropriate security on external routes into the organisation; for example, internet firewalls and remote access solutions;
  • regular and robust checks to provide assurance on the effectiveness of security arrangements, with plans to monitor and mitigate risk to information.

5.3.5     Handling of Data Subject information requests, including Data Subject Access Requests:

5.3.5.1    the Partners acknowledge that in the event that they receive a request (including, but not limited to, a Data Subject Access Request) made by a Data Subject in exercise of the Data Subject’s rights under General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018, they will advise UMi immediately and will work with UMi to respond to that request.

5.3.6    Retention Schedule

5.3.6.1    The Partners shall only retain the Personal Data as long as necessary in order to fulfil its purpose for processing the Personal Data in accordance with the Agreement.

5.4       Security Incident

5.4.1    A security incident occurs when there is a loss (or potential loss) of, or unauthorised (or potential unauthorised) access to the Personal Data shared under this Agreement, or Personal Data derived from data shared under this Agreement, identified by any Partner.

5.4.2    Security incidents:

5.4.2.1    The designated points of contact in Clause 2.1 of this Agreement are responsible for notifying the other Partners in writing in the event of a security incident within twenty four (24) hours of the security incident having been identified.

5.4.2.2    The designated points of contact will discuss and agree the next steps relating to the incident, taking specialist advice where appropriate.  Such arrangements will include (but will not be limited to) containment of the incident and mitigation of any ongoing risk, recovery of the information, and assessing whether the Data Protection Officer/Information Commissioner and/or the Data Subjects will be notified.  The arrangements may vary in each case, depending on the sensitivity of the information and the nature of the loss or unauthorised access.

5.4.2.3    Where appropriate and if relevant to the incident, disciplinary misconduct action and/or criminal proceedings will be considered.

5.4.3    Consequences of security incident:

5.4.3.1    Depending on the sensitivity of the information and the nature of the loss or unauthorised access, the further sharing of information may be suspended pending resolution by the other Partners or terminated, in accordance with Clause 8 of this Agreement.

6. INTELLECTUAL PROPERTY

6.1      Each Partner shall retain ownership of any existing Intellectual Property that they own and use for the purpose of delivering the Events.

6.2      Each Partner grants to the other Partner a non exclusive licence to use the existing Intellectual Property for the purposes of achieving the Purpose as set out in the schedules to this Agreement.

7. TERMINATION

7.1       This Agreement will terminate by mutual review in accordance with Clause 2 and may be terminated earlier:

7.2      by either party on giving written notice if the other of them is in material breach of this Agreement and (in the case of a breach which is capable of being remedied) shall have failed to remedy the breach within 30 days (or such other period as may be agreed between the parties) of receipt of notice in writing from the other party, specifying the breach and requiring its remedy.

7.3      by either party suspending or ceasing or threatening to suspend or cease, to carry on all or a substantial part of its business.

7.4      by either party suspending, or threatening to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986.

7.5      by either party on giving written notice to the other if the other party shall have a receiver, manager, administrator, administrative receiver or liquidator appointed or shall pass a resolution for winding up (otherwise than for the purpose of solvent amalgamation or reconstruction) or a court shall make an order to that effect or if the other party shall enter into any composition or arrangement with its creditors.

8. GENERAL UNDERTAKINGS

8.1       Each party undertakes to the other that:

8.1.1   it has all necessary, power and authority to enter into, and perform its obligations under this Agreement and that once duly executed, this Agreement will constitute legal, valid and binding obligations on it; and

8.1.2    this Agreement is executed by a duly authorised representative of that party; and

8.1.3  there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Agreement.

9. CHARGES AND PAYMENT

9.1      Charges and consideration is in the amounts and at the times specified in the schedules to this Agreement.

9.2      Charges payable by either Partner under this Agreement will be paid within 30 days of the date of invoice, where applicable.

9.3      All Charges payable hereunder are exclusive of Value Added Tax which will be paid by the relevant Partner at the rate and in the manner for the time being prescribed by law.

9.4      The Partner shall be responsible for any taxes, duties, charges, withholdings or fees applying to the supply of the Services.

9.5      If any change in law affects the provision of the Services, the parties shall discuss the effect of such change in law on the Charges.

10. INVOICE DISPUTES

10.1    If the Partner disputes the amount payable by the other Partner as stated in any statement or invoice or credit note received then the following provisions shall apply.

10.2    The Partner will, within 10 days of its receipt of the same, serve notice in writing on the other Partner setting out, in reasonable detail, particulars of the dispute.

10.3    In the event that the disputed amount represents only part of the value of an invoiced amount then the undisputed amount shall be payable by the Partner within the relevant payment period calculated from the date of the original invoice. The disputed amount of the original invoice shall then be subject to the resolution procedure as detailed in the remaining provisions of this clause.

10.4    Representatives of the Partners shall act in good faith and use all reasonable endeavours to resolve the dispute. If the dispute is not resolved within 30 days of receipt of the notice of dispute, then the parties shall refer the dispute to one senior management representative of each party for resolution, failing which either party may bring proceedings regarding the dispute in any competent court of law in England.

10.5    If it is later determined by a court that the whole or any part of the disputed amount which is unpaid should be paid by the invoiced Partner, then they shall pay that amount together with interest calculated from day to day at a rate equal to 4% above the base rate of the Bank of England and payable from the day after the date on which payment was due up to and including the date of payment (whether before or after judgment).

11. CHANGE CONTROL PROCEDURES

11.1    At any time during the continuance of this Agreement either Partner may request and may recommend variations to any part or parts of the schedules.

11.2    Upon receipt of quotation to change procedures, the receiving Partner may elect either:

11.2.1  to accept such quotation in which case this Agreement shall be amended in accordance therewith; or

11.2.2  to withdraw the proposed variation in which case this Agreement shall continue in force unchanged.

11.3    Until such time as any variation is formally agreed between the parties in accordance with this clause 11 the Partners will, unless otherwise agreed in writing, continue to perform and be paid as if such variation had not been required.

12. LIMITATION OF LIABILITY

12.1    Subject to clauses 12.2 and 12.3 each party’s and its employees, agents and officers' entire aggregate liability to the other and its Affiliates, whether arising in contract, tort, negligence, misrepresentation, for breach of statutory duty or otherwise, shall be limited to 100% of the total Charges paid, due or payable in respect of the 12 months preceding the date on which the event giving rise to the breach occurred.

12.2    Nothing in this Agreement shall exclude or restrict either party’s liability to the other for:

12.2.1 death or personal injury to the extent that such liability results from the negligence of that party, its employees, agents or authorised representatives; or

12.2.2   fraudulent misrepresentation

12.2.3   any other liability which may not be limited by law.

13. NON-SOLICITATION

13.1    Neither Partner during the continuance of this Agreement and for a period of twelve months after termination howsoever caused shall solicit the other party’s staff who have been employed or engaged in the provision of the Services or the performance of this Agreement. For the purposes of this clause ‘solicit’ means the soliciting of such person with a view to engaging such person as an employee, director, sub contractor or independent contractor. If either party engages such a person in such a role following a breach of the non-solicitation obligation contained in this clause 12, the breaching party shall pay the other party an amount equal to 35% of the previous 12 months' gross salary (including any commission and benefits) of the person so engaged. Such payment shall be the innocent party's exclusive monetary remedy in respect of a breach of this clause 13.

14. INSURANCE

14.1    With effect from the Agreement Date and at each Partners own expense, Partners shall be responsible for their own insurance and must hold and maintain during the continuance of this Agreement and for 12 months following expiry a policy or policies of insurance providing cover in respect of liability which may be incurred arising out of or in connection with this Agreement or the activities performed as a result of this agreement. Such policies shall be provided by an insurer(s) of good reputation and financial standing and on terms that are reasonably acceptable.

15. ANTI-BRIBERY

15.1     Each Partner shall:

15.1.1  comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010 (“Bribery Act”);

15.1.2  not do anything which would constitute an offence, or which would cause the Customer or any of its Affiliates to commit an offence under the Bribery Act;

15.1.3  have and shall maintain in place throughout the continuance of this Agreement its own policies and procedures (copies of which will be made available to the other Partner upon request), including adequate procedures to ensure compliance with the Bribery Act as informed by the principles outlined in the guidance to the Bribery Act, and will enforce them where appropriate;

15.1.4  promptly report to the other Partner any request or demand for any undue financial or other advantage of any kind received by the Partner in connection with the performance of this Agreement; and

15.1.5  procure that all associated persons (as defined in the Bribery Act) of the Partner will comply with this clause 15.

16. WAIVER

16.1    The waiver by either Partner of a breach or default of any of the provisions of this Agreement by the other Partner shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

17. INVALIDITY AND SEVERABILITY

17.1    The illegality, invalidity or unenforceability of any clause(s) of this Agreement will not affect the legality, validity or enforceability of the remainder. If any clause or part thereof of this Agreement is found to be illegal, invalid or unenforceable the parties agree that they will substitute a clause in such form similar to the offending clause as is possible to achieve the intended commercial result of the original provision without thereby rendering it illegal, invalid or unenforceable.

18. FORCE MAJEURE

18.1    Neither party will be liable for any failure or delay in performing any of its obligations under this Agreement if the failure or delay is caused by circumstances beyond its reasonable control and that party will be entitled to a reasonable extension of time for the performance of those obligations provided that the affected party shall keep the other updated as to the potential duration.

19. THIRD PARTY RIGHTS

19.1    The parties agree that the Contracts (Rights of Third Parties) Act 1999 is excluded from applying to this Agreement to the maximum extent permitted by law. No term of this Agreement is enforceable by any person who is not a party to it, whether in accordance with such Act or otherwise. This clause will prevail in the event of any conflict between it and anything else in this Agreement.