Version 1 - 18th February 2022
These terms and conditions relate to Speaker engagements with UMi and set out the terms under which UMi and Speakers providing a service to UMi agree to work together in order to deliver the engagement as set out in the UMi Speaker Agreement, upon signature.
Please read these terms and conditions carefully. As a Speaker of UMi campaigns, content and/ or events, you agree and shall be legally bound by these terms & conditions. All terms within this here terms & conditions are applicable, unless specifically agreed within the documents attached to the UMi Speaker Agreement. You are advised to print off and keep a paper copy of the terms & conditions for your records.
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
‘Agreement’ means the UMi Speaker Agreement and 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).
“UMi” means UMi Commercial Ltd CRN 07227157, and its parent, subsidiary and any other associated group companies.
The “UMi Direct 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.
"Content" means those materials, in any format, provided to UMi, including, but not restricted to contribution 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. Video recordings are accepted for creation of marketing/promotion of the specific project/campaign. Snippets of content would be produced e.g. reels.
“Expertise” means the expert knowledge of the Speaker which will be used to provide services on behalf of or directly to UMi with the aim of supporting UMi’s Network and/or programme customers.
“Programme Customers” means any person and business that the Speaker meets and/or provides services to via a programme being delivered by UMi on behalf of UMi.
‘Working Day’ means Monday to Friday excluding bank and public holidays.
- TERM, MONITORING AND REVIEW
2.1 This Agreement will commence on the date that the Agreement is signed by all Parties. The Agreement will be reviewed within at least twelve (12) months of the commencement of the Agreement.
2.2 Where it is determined that the purpose for entering into this Agreement is no longer relevant, the can agree to terminate the Agreement with a minimum of 30 days’ notice.
- PURPOSE & RIGHTS TO USE
3.1 The Parties will work together to achieve the Purpose as set out in the Agreement.
3.2 Content containing the Speaker
3.2.1 The Speaker grants UMi the rights of use
220.127.116.11 store the Content in internal archives; and
18.104.22.168 publish and transmit the Content on the UMi Direct Platform or by any other means.
3.2.3 the Speaker grants UMi the right to apply UMi branding to content as it may require from time to time usually, but not limited to aligning materials to UMi’s delivery style/language.
3.2.4 .The Parties shall agree the channel and means by which the Speaker Content or engagement delivery will be supplied by the Speaker to UMi.
3.2.5 If the speaker content includes UMi stakeholders, whereby UMi has included a presenter and edited a final version, the speaker can use the final version for its own purposes but must request permission from UMi in writing to make any changes..
3.3 LOGOS AND CREDITS
3.3.1 UMi may display the Speaker name and/ or Logo (where applicable) and details on the UMi Direct platform.
3.3.2 Where the Speaker is providing services for a programme delivered by UMi, UMi may display the Speaker’s details on the associates programme website.
- CONFIDENTIAL INFORMATION
4.1 Except to the extent permitted by law or where disclosure is expressly permitted in writing by the Party, each Party will:
4.1.1 treat the other Party's Confidential Information, including Commercially Sensitive Information, as confidential and safeguard it, accordingly; and
4.1.2 not disclose the other Party's Confidential Information to any other person without the owner's prior written consent.
- DATA PROTECTION
Unless otherwise stated in the schedules to this Agreement, UMi is Data Controller. Each Party agrees to manage data in accordance with this Clause 5.
5.1 Permitted uses of data
5.1.1 The processing of data by the speaker is approved only where necessary to facilitate delivery of the engagement
5.2 Legal Basis for sharing/processing data
5.2.1 Personal data is shared between the Parties for the legitimate interest of delivering the activities as set out within the Speaker agreement.
5.2.2 The Parties 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.
6 INTELLECTUAL PROPERTY
6.1 Each Party shall retain ownership of any existing Intellectual Property that they own and use for the purpose of delivering the engagement.
6.2 Each Party grants to the other Party 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.
- GENERAL UNDERTAKINGS
7.1 Each party undertakes to the other that:
7.1.1 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
7.1.2 this Agreement is executed by a duly authorised representative of that party; and
7.1.3 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.
7.2 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.
- CHARGES AND PAYMENT
8.1 Charges are in the amounts specified in this Agreement.
8.2 Charges payable by either Party under this Agreement will be paid within 30 days of the date of invoice, where applicable.
8.3 All Charges payable are exclusive of Value Added Tax which will be paid by the relevant Party at the rate and in the manner for the time being prescribed by law.
8.4 The Party shall be responsible for any taxes, duties, charges, withholdings or fees applying to the supply of the Services.
8.5 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.
- LIMITATION OF LIABILITY
9.1 Subject to clauses 11.2 and 11.3 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.
9.2 Nothing in this Agreement shall exclude or restrict either party’s liability to the other for:
9.2.1 death or personal injury to the extent that such liability results from the negligence of that party, its employees, agents, or authorised representatives; or
9.2.2 fraudulent misrepresentation
- any other liability which may not be limited by law.
10.1 With effect from the Agreement Date and at each Parties own expense, Parties 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.
- FORCE MAJEURE
11.1 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.
- THIRD PARTY RIGHTS
12.1 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.