Definitions

Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its employees, officers, representatives, advisers or Subcontractors involved in the provision, processing or receipt of the Personal Data who need to know the confidential information in question, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Cybersecurity Requirements: all laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, applicable to either Party, relating to security of network and information systems and security breach and incident reporting requirements, including the Data Protection Legislation, the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Data Loss Event: means any event that results, or may result, in unauthorised access to Personal Data held by the Party under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.

Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the DPA 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Due Date: means 30 days from the date of the Invoice.

Force Majeure: means circumstances beyond the reasonable control of a Party including, without limitation, acts of God, governmental actions, war, or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, or pandemic.

Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight, and timeliness as would be expected from a leading company within the relevant industry or business sector.

Initial Period: a period of 12 months commencing on the Commencement Date stated in the Statement of Works (SoW).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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 or in the future in any part of the world;

Invoice: means a valid invoice sent to the applicable Invoice Address specifying the Services, the period relating to the invoice, the date of the invoice, and the invoice number.

Personal Data: has the meaning given to it in the Data Protection Legislation.

Personal Data Breach: means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed.

Regulatory Body: means those government departments and regulatory, statutory, and other entities, committees, and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any Applicable Law to supervise, regulate, investigate, or influence the matters dealt with in this Agreement, or any other affairs of either Party.

Services: the services provided by Mycelium Group Ltd under this Agreement.

The Customer: The Customer is a Person, Company or Other Organisation to whom Mycelium Group Ltd, or its associated provides or has agreed to provide a specific service or set of services, whether directly or indirectly. 

The Service Provider: Mycelium Group Ltd incorporated and registered in England and Wales with company number 12026869 whose registered office is at 86-90 Paul Street, London, England, EC2A 4NE and associates and will and will be referred to henceforth as ‘The Service Provider’.

Term: the Initial Period and any Renewal Periods.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1. The Services

1.1 The Services within this Agreement include Keynote, Training, and Consultancy Services relating to Mental Health and ancillary sectors, and as detailed in The Service Provider’s publicly available information. The Service Provider will:

1.1.1. Using its best endeavours, provide the Services with all due care, skill, and ability. 

1.1.2. During the provision of Services by The Service Provider, in the event it is unable to provide the Services due to any illness or injury, The Service Provider will notify The Customer as soon as reasonably practicable.

1.1.3. provide a suitably qualified substitute, so long as the substitute is adequately experienced, skilled, and qualified. The Customer shall remain liable for the Services completed by the substitute and for any costs associated in providing a substitute.

2. Data Protection

2.1. Nothing in this Agreement relieves either Party of its own direct responsibilities and liabilities under the Data Protection Legislation. 

2.2. Each Party will ensure that it has in place Protective Measures, which are appropriate to protect against a Data Loss Event having taken account of the:

2.2.1. nature of the data to be protected.

2.2.2. harm that might result from a Data Loss Event.

2.2.3. state of technological development; and

2.2.4. cost of implementing any measures.

2.3. Either Party shall notify the other immediately if it:

2.3.1. receives a Data Subject Access Request (or purported Data Subject Access Request).

2.3.2. receives a request to rectify, block or erase any Personal Data.

2.3.3. receives any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation.

2.3.4. receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement.

2.3.5. receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by law; or

2.3.6. becomes aware of a Data Loss Event.

3. Records

3.1. Each Party shall maintain complete and accurate records and information to demonstrate its compliance with this Agreement.

4. The Service Provider’s Obligations

4.1. The Service Provider undertakes that the Services will be performed in with reasonable skill and care in accordance with Good Industry Practice.

4.2. The Service Provider warrants and undertakes that that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. 

4.3. The Service Provider shall procure that the Consultant shall:

4.3.1. comply with all applicable laws, regulations, regulatory policies, guidelines, industry codes, and sanctions which apply to the performance of the Party’s obligations under this Agreement, including but not limited to anti-bribery and anti-corruption laws.

4.3.2. not engage in any activity, practice, or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice, or conduct had been conducted in the UK.

5. Charges and Payment

5.1. The Customer will pay all submitted Invoices by the Due Date on the invoice or prior to the Service delivery start date, whichever the sooner.

5.2. The Customer will bear it own expenses and those reasonable expenses of The Service Provider’s Consultant who provides the Service, unless agreed in advance in writing.

5.3. If any amount is not paid by the Due Date, The Service Provider may charge interest, subject to it first notifying The Customer of its intention to do so. Such interest will accrue daily from the Due Date until The Service Provider has received payment in cleared funds (whether before or after judgment) in accordance with the Late Payments of Commercial Debts (Interest) Act 1998.

5.4. All amounts and fees stated or referred to in this Agreement shall be:

5.4.1. Payable in Pounds Sterling, and

5.4.2. Exclusive of Value Added Tax at the prevailing rate.

5.5. In the event The Customer cancels a Service within five (5) working days of the Scheduled Service, The Service Provider reserves the right to charge in full for the cancelled Service.

6. Term and Termination

6.1. This Agreement shall commence on the Commencement Date and shall remain in force for the Initial Period, unless terminated earlier in accordance with Clause 6.2. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

6.2. a material breach of any term of this Agreement and (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified by the other Party in writing to do so.

6.2.1. A material breach may include but not be limited to where either Party:

6.2.1.1. suspends, or threatens to suspend, payment of its debts.

6.2.1.2. is unable to pay its debts as they fall due or admits inability to pay its debts.

6.2.1.3. is deemed unable to pay its debts within the meaning of the Insolvency Act 1986.

6.3. Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations, or liabilities of the Parties existing at termination. 

6.4. On termination of this Agreement for any reason, each Party shall return (or in the event of digital copies, permanently delete) and make no further use of any Documentation and other items (and all copies of them) belonging to the other Party.

7. Confidentiality

7.1. The term Confidential Information does not include any information that:

7.1.1. is or becomes available to the public (other than as a result of its disclosure by the receiving Party or its representatives in breach of this clause 7).

7.1.2. was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party. 

7.1.3. 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 other Party.

7.1.4. the Parties agree in writing is not confidential or may be disclosed; or

7.2. Either Party shall keep the other Party’s Confidential Information confidential and shall not: 

7.2.1. use any Confidential Information except for the purpose as set out in Schedule A; or

7.2.2. disclose any Confidential Information in whole or in part to any third Party, except as expressly permitted by this Clause 7.

7.3. Either Party may disclose the other Party’s Confidential Information to those of its representatives who need to know that Confidential Information for the purpose as set out in Schedule 1, provided that:

7.3.1. it informs those representatives of the confidential nature of the Confidential Information before disclosure; and

7.3.2. at all times, it is responsible for the representatives’ compliance with the confidentiality obligations set out in this Clause 7.

7.4. Either Party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, as far as it is legally permitted to do so, it gives the other Party as much notice of the disclosure as possible.

7.5. Either Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other Party, or are to be implied from this Agreement.

7.6. The provisions of this Clause 7 shall continue to apply after termination of this Agreement.

8. Intellectual Property Rights

8.1. The Parties acknowledge and agree that all Intellectual Property Rights in the Services, Documentation, and Deliverables is owned by the providing Party. Except as expressly stated in this Agreement, this Agreement does not grant either Party any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2. The Service Provider confirms that it has all the rights in relation to the Services and the Documentation it provides that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

8.3.Where such rights are not owned by The Service Provider, The Customer assigns ownership of all such rights, including Intellectual Property Rights, to The Service Provider, do all such things and sign all documents and/or instruments reasonably necessary in the opinion of The Service Provider to enable it to obtain, defend, and enforce its rights, including Intellectual Property Rights.

8.4. The Service Provider grants The Customer a non-exclusive, royalty-free, non-sub-licensable, non-transferable Licence for the Term of this Agreement to use such The Service Provider Content for the purposes solely of receiving the Services. The Service Provider does not grant any Licences outside of the scope of the agreed Services provided under this Agreement to use any of The Service Provider’s Content. 

8.5. In the event The Customer wishes to be granted a License to use any of The Service Provider   Deliverables, irrespective of format, it shall submit a request in writing to The Service Provider, specifying the proposed License rights, and The Service Provider  shall consider in good faith but at its sole discretion whether and on what basis to grant such a License, Provided that The Customer acknowledges that in consideration of the grant such License to it, The Customer will propose a commercially reasonable revenue share to The Service Provider . For the avoidance of doubt, Such License will not be deemed as granted unless authorised in writing by The Service Provider and signed by both parties.

8.6. The Customer must obtain prior written permission from The Service Provider before using any of The Service Provider Content’s for any other purpose, whether for internal business purposes, commercialisation to others, or otherwise. 

9. Assignment

9.1. This Agreement is personal to each Party and neither Party shall assign, transfer, mortgage, charge, Subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party (which is not to be unreasonably withheld or delayed).

9.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

10. Notice

10.1. Any notice or other communication given to either Party under or in connection with this Agreement shall be in writing and shall be:

10.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 

10.1.2. sent by email to the signee of the Statement of Works or The Customer’s Representative. For The Service Provider: luke.barton@myceliumgroup.co 

10.2. Any notice or communication shall be deemed to have been received:

10.2.1. if delivered by hand, on signature of a delivery receipt; or

10.2.2. if sent by email, at 9.00 am on the next business day after transmission; or

10.2.3. otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service.

10.3. This 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. 

11. Variation

11.1. Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or its authorised representatives).

12. Severance

12.1. If any provision or part-provision of this 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12.2. If any provision or part-provision of this Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13. Force Majeure

13.1. Neither Party will be liable to the other to the extent that it is unable to perform its obligations by reason of Force Majeure provided the Party so unable to perform promptly notifies the other of the Force Majeure and its causes.

13.2. If a Force Majeure continues for more than 60 days a Party in receipt of a notice pursuant to Clause 13 may terminate this Agreement by giving 30 days’ notice to the other Party. In calculating whether a Force Majeure has continued for 60 days, the Party may ignore any period or periods totalling 10 days or less during the 60-day period during which the Party serving the notice under Clause 13 was able to fulfil its obligations.

13.3. The Party serving a notice to terminate pursuant to Clause 13 may withdraw it if the Force Majeure ceases during the 30-day notice period.

14. Third Party Rights

14.1. A person who is not a Party to this Agreement shall not have any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third Party which exists, or is available, apart from that Act.

14.2. The rights of the Parties to terminate, rescind, or agree any variation, waiver, or settlement under this Agreement are not subject to the consent of another person.

15. Governing Law and Jurisdiction

15.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Agreement disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.2. The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-Agreement disputes or claims).