BACKGROUND
(A) Fresh Minds Education write and deliver education and training in promoting wellness, resilience and suicide prevention. Connections Suicide Awareness is a suite of Suicide Awareness Programmes to aid the prevention of suicide and emotional distress and Fresh Little Minds™ is a suite of programmes which particularly focuses on the promoting the mental wellbeing and resilience of children and parents. Fresh Minds Education have also developed the AMBER approach™ for resilience and wellbeing which is a model that is embedded into its programmes and taught as a standalone educational resource by Fresh Minds Education.
(B) The Connections Suicide Prevention Workshops and Programmes™ comprise of a comprehensive, evidence-based curriculum which is structured around a series of learning outcomes. There are three Connections Suicide Prevention Programmes, each with different learning outcomes and there is a curriculum and resources in place to support the delivery of these different programmes. The programmes are called 1) Connections Link Life; 2) Connections Help Life; 3) Connections Transform Life. The curriculum of each programme enables participants to engage with social, emotional, mental health and self-care themes connected with suicide and avail of psychoeducation, learn self-regulation techniques that enhances emotional and mental health and cultivating resilience and relationships. These programmes and workshops are currently listed in schedule 5.
(C) The programme guidelines are further explained in Schedule 1.
(D) Fresh Minds Education wishes to appoint the Licensee as its [non-]exclusive distributor for the promotion and implementation of the Programme within the Region, and the Licensee wishes to promote and implement the Programme within the Region in accordance with the terms of this Agreement.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement (Agreement).
AMBER Approach™: is the evidence-based curriculum of Anchor, Move, Breathe, Express and Relax.
Connections Suicide Prevention: is the evidenced based curriculum that the courses are based upon.
Connections Link Life; Connections Help Life; Connections Transform Life; are the names of each of the Connections suicide prevention programmes.
Approved Facilitator: a person who has completed the requisite Facilitator Training and who has met the requirements for becoming an Approved Facilitator for any given programme to become certified as such. An Approved Facilitator is subject to continuous and ongoing compliance with the obligations of this Agreement and all applicable laws and regulations relating to their activities in their role as an Approved Facilitator (including working with any children and/or vulnerable adults).
Provisional Facilitator: a person who has completed the requisite Facilitator Training and who has not yet met the requirements for becoming an Approved Facilitator for any given programme to become certified as such. A Provisional Facilitator is subject to continuous and ongoing compliance with the obligations of this Agreement and all applicable laws and regulations relating to their activities in their role as an Provisional Facilitator (including working with any children and/or vulnerable adults).
Calendar Days: is given its natural meaning of midnight to midnight, Monday to Sunday
Certification happens when the Licensee has completed the requisite training to the satisfaction of Fresh Minds Education, has delivered their first three programmes and has submitted the relevant video footage, administration and reporting. At this point facilitators will be observed and if successful, awarded Approved Facilitator Certification.
Commencement Date: the date of this Agreement.
Confidential Information: all information, written, electronic or oral, relating to the business, operations, plans, services, facilities, processes, software, methodologies, technologies, Intellectual Property Rights, research and development, customers, licensees and suppliers, partners, principals, employees, consultants and authorized agents of Connections Suicide Prevention™ Programmes that is supplied by or on behalf of Fresh Minds Education to the Licensee, or otherwise acquired by the Licensee during the course of dealings between the parties (including any and all methodology in the Programme, and the content of the Resources).
Control: the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise.
Created IP: has the meaning given in clause 5.2.
Facilitator Training: the training that a Licensee will receive and be certified in, in order to deliver the relevant Programme.
Fees: the fees detailed in Schedule 2.
Connections™ IP: all Intellectual Property Rights comprising, and/or used in relation to, the Programme and/or the Resources (including the Trade Marks) and any and all good will connected thereto and/or as may arise and accrue during the Period in relation thereto.
Guidelines: the guidelines for the distribution and implementation of the Programmes as set out at Schedule 1 as may be amended from time to time by Fresh Minds Education.
Intellectual Property Rights: all patents, patent applications, and patent rights; copyrights, copyright applications, and copyright registrations; trademarks, trade mark applications, trade mark registrations, and trade mark rights; trade secrets; and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence; all modifications, continuations, renewals, and extensions of any of the foregoing; and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries, and remedies relating to any past, present, or future infringement of any of the foregoing; arising under the laws of any country, state, or jurisdiction in the world.
On-going Support and Guidance: at the sole discretion of Fresh Minds Education, may include access to, online support, master classes and mentors.
Parties means the parties to this Agreement, and party means either of them.
Period: the term of this Agreement, as determined in accordance with clause 8.
Programmes: the programmes detailed in schedule 5, any improvements or developments thereto and any other programme developed by Fresh Minds Education and which Fresh Minds Education may permit the Licensee, by express notice in writing, to distribute in the Region.
Region: UK and Ireland.
Renewal Criteria: has the meaning given in clause 8.1.
Resources: such resources provided by Fresh Minds Education as part of, and for use in, the distribution and implementation of the Programme as Connections Suicide Prevention™ may from time to time determine [but in any case, including trainer notes, user materials and evaluation materials]. This also includes participation kits as provided by Fresh Minds Education™.
Trademarks: Connections Suicide Prevention™ and any further trademarks (whether registered or unregistered) that Fresh Minds Education may permit, or procure including adults and children, who have the adequate written parental/guardian permissions to receive and participate in the Programmes, or any companies, entities, public bodies or any other relevant person who receives delivery of the Programmes.
User(s); those person to whom the training is delivered including children, vulnerable adults, parents and professionals.
User Agreement: the agreement between the Licensee and a User (or their Parent/Guardian) under the terms of which use of the Programme and the Resources are sublicensed to the User and containing such provisions as are specified in clause 13.
VAT: value added tax chargeable under applicable legislation and any similar replacement or additional tax.
Year: the period of 12 months commencing on the Commencement Date and upon each anniversary of the Commencement Date.
1.2 In this Agreement (except where the context otherwise requires) reference to a clause or schedule means a reference to a clause or schedule of this Agreement; the clause headings are included for convenience only and shall not affect the interpretation of this Agreement; use of the singular includes the plural and vice versa; use of any gender includes the other genders; any reference to a statute, statutory provision or subordinate legislation shall (except where the context otherwise requires) be construed as referring to such legislation as amended and enforced from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation and any former legislation which it re-enacts, consolidates or enacts in rewritten form; any phrase introduced by the term including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2 APPOINTMENT AND LICENCE
2.1 Fresh Minds Education appoints the Licensee for the Period as its non-exclusive distributor to distribute and implement the Programme in the Region on the terms of this Agreement.
2.2 In support of the Licensee’s appointment and subject to the terms and conditions of this Agreement, Fresh Minds Education hereby grants to the Licensee the non-exclusive, non-transferable rights and licences to use the Connections Suicide Prevention™ IP for the relevant Programme/s that the Provisional/Authorised Facilitator has received a Certificate of Completion for and the Created IP for the purposes of this Agreement in the Region during the Period and only as authorised by Fresh Minds Education hereunder. (See schedule 5)
3 LICENSEE’S OBLIGATIONS
Licensing the Programme
In protecting the legitimate business interests of Fresh Minds Education, the managing agency and licensee will not use Fresh Minds Education, Connections Suicide Prevention and all associated IP in the following ways:
· Apply to public bodies, charities, funding agencies to deliver Connections without the full agreement of FME.
· Compete with FME on tenders for the delivery of Connections
· Distribute or implement in the region any programme which competes with the Programme.
3.1 The Licensee shall not sub licence the Programme.
3.2 The Licensee shall not:
3.2.1 represent itself as an agent of Fresh Minds Education or Fresh Little Minds™ for any purpose; or
3.2.2 pledge Fresh Minds Education or Fresh Little Minds™’ credit; or
3.2.3 give any condition or warranty on Fresh Minds Education or Fresh Little Minds™’ behalf; or
3.2.4 make any representation on behalf of Fresh Minds Education or Connections Suicide Prevention™; or
3.2.5 commit Fresh Minds Education or Connections Suicide Prevention™ to any contracts, funding or other without prior approval.
3.3 The Licensee shall not make any promises or guarantees about the Programme beyond those contained in the promotional material supplied by Fresh Minds Education without the prior written consent of Fresh Minds Education, or otherwise incur any liability on behalf of Fresh Minds Education. For the avoidance of doubt, Fresh Minds Education shall not be liable for any loss or damage caused to any individual who is placed on the Programme by a Licensee and the Licensee shall maintain sole responsibility for their relationship with the individuals on the Programme.
Distribution of the Programme/s
3.4 The Licensee undertakes and agrees with Fresh Minds Education that at all times during the Period it will:
3.4.1 use its best endeavours to promote the distribution and implementation of the Programme in the Region;
3.4.2 comply with the Guidelines;
3.4.3 submit written reports immediately after delivery to Fresh Minds Education, showing details of all distribution and implementation of the Programme, and any other information relating to the performance of its obligations under this Agreement which Fresh Minds Education may reasonably require from time to time. Fresh Minds Education will conduct a review for the relevant period in accordance with the Guidelines;
3.4.4 do any such thing, and comply with any reasonable request of Fresh Minds Education, as may be required to allow Fresh Minds Education to comply with any of the requirements of any and all charter marks, certificates or standards (including ISO and EQF standards) attained or sought by Fresh Minds Education; and
3.4.5 inform Fresh Minds Education immediately of any changes in ownership or Control of the Licensee, and of any change in its organisation or method of doing business that might affect the performance of the Licensee's duties in this Agreement.
3.5 For the avoidance of doubt, this Licensee does not extend to non-trained volunteers, or others and they must not support the delivery of any part of the programme/s.
General Obligations
3.6 The Licensee at all times shall:
3.6.1 act in good faith in its performance of its obligations under this Agreement; and
3.6.2 not by itself or with others participate in any illegal, deceptive, misleading or unethical practices in relation to its administration of the Programme; and
3.6.3 not (and shall use all reasonable endeavours to procure that each User shall not) knowingly or negligently do anything which might detrimentally affect the reputation of, or bring into disrepute, the Programme, the Resources and/or Connections Suicide Prevention This includes but is not limited to:
3.6.3.1 Being intoxicated in Fresh Mind Education or Connections™ branded clothing;
3.6.3.2 Promoting drug use or engage in inflammatory behaviour including on any social media platform;
3.6.3.3 being verbally or physically abusive.
3.7 Should Fresh Minds Education deem that the behaviour of the Licensee falls within the remit of Clause 3.7.3, it reserves the right to terminate this Agreement immediately, with any and all damages or costs associated with such early termination being the sole responsibility of the Licensee to pay to Fresh Minds Education.
3.8 The Licensee shall:
3.8.1 be responsible for advertising and promoting the Programme in the Region (but the Licensee shall not use any advertising materials or promotional literature without the prior written consent of Fresh Minds Education);
3.8.2 display advertising materials and other signs provided by Fresh Minds Education.
3.8.3 observe all directions and instructions given to it by Fresh Minds Education for promotion and advertisement of the Programme.
3.8.4 not make any written statement as to the quality or content of the Programme without the prior written approval of Fresh Minds Education.
3.8.5 ensure that its advertising and marketing of the Programme shall in no way reduce or diminish the reputation, image and prestige of the Trademarks or the Programme; and
3.8.6 ensure that it complies with any accredited standards as notified to it by Fresh Minds Education.
3.8.7 Ensure that all Fresh Minds Education logo’s that have been provided by Fresh Minds Education are used appropriately and that each logo is used correctly for the purposes of advertising and directly corresponds to the programme that the Provisional/Authorised Facilitator is trained in and is detailed on their Certificate of Completion. Provisional/Authorised Facilitators are not permitted to use logo’s in Programmes which they have not been trained in. Always consult the most recent brand guidelines.
3.9 The Licensee will throughout the term keep Fresh Minds Education informed of all laws and regulations affecting the implementation and distribution of the Programme which are in force within the Region or any part of it at the date of this Agreement.
3.10 The Licensee shall, immediately it becomes aware of a matter which may result in a claim brought by a third party and resulting in any way from the licensing, implementation and/or other use of the Programme and/or the Resources (whether against the Licensee or only against Fresh Minds Education):
3.10.1 give Fresh Minds Education written notice of the matter, including all details of the matter as Fresh Minds Education may reasonably require (to the extent that the same are known to the Licensee);
3.10.2 give Fresh Minds Education access to and allow copies to be taken of any materials, records or documents as Fresh Minds Education may require to take action under this clause 3.9;
3.10.3 allow Fresh Minds Education the exclusive conduct of any proceedings and take any action that Fresh Minds Education directs to defend or resist the matter, including using professional advisers nominated by Fresh Minds Education; and
3.10.4 not admit liability or settle the matter without the written consent of Fresh Minds Education.
3.11 The Licensee undertakes to:
3.11.1 maintain appropriate, up-to-date and accurate records to enable the performance of its obligations imposed by this clause 3. These records shall include records of all distribution of the Programme and all Users;
3.11.2 keep full and proper books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Programme;
3.12 The Licensee shall ensure that no other resources other than the Resources shall be used by it and/or any User in the distribution of the Programme, other than those developed by the Licensee and approved by Fresh Minds Education.
3.13 The Licensee shall not supply any replacement Resources (or any part thereof), and shall direct any request for replacement Resources to Fresh Minds Education promptly upon receipt of any such request.
3.14 In addition to the provisions of clause 3.10 above, the Licensee shall inform Fresh Minds Education of any matter which is problematic or causing concern either to individuals taking part in the Programme, the Licensee itself or the Users.
3.15 The Licensee shall not hold Fresh Minds Education responsible should the Resources provided be used in the manner in which they were not intended and injury and/or damages arise from such misuse.
3.16 For the duration of this Agreement, and for a period of 8 months after its termination, the Licensee shall not provide any course in the Region which directly competes with the Programme.
3.17 The Licensee undertakes to permit Fresh Minds Education and its authorised agents upon reasonable prior written notice to enter any of the Licensee’s premises during the Licensee’s normal business hours for the purpose of ascertaining that the Licensee is complying with its obligations under this Agreement.
4 FRESH MINDS EDUCATION UNDERTAKINGS
4.1 Fresh Minds Education undertakes to:
4.1.1 provide any information and support that may reasonably be requested by the Licensee to enable it to discharge its duties under this Agreement properly and efficiently;
4.1.2 approve or reject any promotional information or material submitted by the Licensee; and
4.1.3 provide information of new developments, updates and improvements in the Programme.
4.2 Fresh Minds Education may make changes to the Programme and/or the Guidelines as it thinks fit. Fresh Minds Education shall give notice of any changes to the Programme and/or the Guidelines to the Licensee as soon as reasonably practicable, and the Licensee undertakes to be bound by any such change immediately upon such notification.
4.3 In consideration of the payment to Fresh Minds Education of the Licensee Purchase Fee in accordance with Schedule 2, Fresh Minds Education shall provide to the Licensee:
4.3.1 Access to purchase ongoing Fresh Minds Education and Connections Suicide Prevention™ Resources; and
4.3.2 Access to Support and Guidance through organised online mentor meet ups.
4.3.3 Access to Web Based members area for downloadable resources.
4.3.4 Opportunities to benefit from the Fresh Minds Education Incentive Programme which includes discounts for a range of resources and permission to retail the same.
4.3.5 Opportunities to benefit from any identified referral programme.
4.3.6 Access to purchase additional professional development packages e.g. Starting Up Your Business, Marketing: Raising Your Connections™ Profile, Mentoring for Connections™ Mastery.
4.4 Fresh Minds Education shall provide the Licensee with information on the advertising and promotion carried out by Fresh Minds Education. Fresh Minds Education shall supply any available promotional and advertising material that the Licensee reasonably requests, Provision of the information shall be at the discretion of Fresh Minds Education and can either be delivered by hardcopy and/or softcopy.
4.5 Fresh Minds Education shall, at their discretion, participate with the Licensee in events and exhibitions in the Region.
5 INTELLECTUAL PROPERTY RIGHTS
5.1 The Licensee acknowledges that the Connections Suicide Prevention™ IP belongs to and remains vested in Fresh Minds Education and/or its licensors. Nothing in this Agreement shall confer on the Licensee and/or any User any right, title or interest in the Programme and/or the Resources (except the right of use as set out in this Agreement).
5.2 The Licensee acknowledges that any and all Intellectual Property Rights, including without limitation the Licensee’s adaptations, bespoke materials and translations of the Programme and Resources, as may arise during the use of the Programme by the Licensee (Created IP) shall belong to Fresh Minds Education. The Licensee shall, and shall procure that each User shall, do all such things and enter into such agreements as Fresh Minds Education may request to give Fresh Minds Education the benefit of this clause 5.2. Upon creation, all Created IP shall be deemed to be Fresh Minds Education IP and the Licensee hereby assigns by way of future assignment upon creation of the same all right, title and interest in the Created IP to Fresh Minds Education.
5.3 Save as expressly permitted by this Agreement, the Licensee shall not use any trademarks, trade names or get-up which resemble the Trademarks (or any other of the trademarks owed and belonging to Fresh Minds Education, trade names or get-up) and which would therefore be likely to confuse or mislead the public or any section of the public.
5.4 The Licensee shall not remove, alter or otherwise tamper with any Trademarks, trade names, logos, numbers or other means of identification on the Programme and/or Resources or the packaging therefor which come into the Licensee's possession, custody or control, and shall not place any trade mark or trade name of its own on the Programme and/or Resources or any packaging or other materials used in connection therewith.
5.5 The Licensee shall not apply for, or obtain, registration of the Trademarks for any goods or services in any country including the Region.
5.6 The Licensee shall notify Fresh Minds Education of:
5.6.1 any actual, threatened or suspected infringement of any Fresh Minds Education IP and/or Created IP of which the Licensee becomes aware; and
5.6.2 any claim by any third party of which it becomes aware that the distribution and/or implementation of the Programme into or in the Region infringes any rights of any other person.
5.7 The Licensee shall, take all such steps during the term of this Agreement as Fresh Minds Education may reasonably require to assist Fresh Minds Education in maintaining the Connections Suicide Prevention™ IP as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.
5.8 The Licensee will procure that the Programme shall be distributed and implemented under the Trademarks.
5.9 The Licensee shall not dispute or challenge the validity of the Trademarks, or the rights of Fresh Minds Education to the Trademarks, during the term of this Agreement. Any goodwill derived from the use by the Licensee of the Trademarks will accrue to Fresh Minds Education. Fresh Minds Education may, at any time, call for a confirmatory assignment of that goodwill and the Licensee shall immediately execute it.
5.10 Fresh Minds Education makes no representation or warranty as to the validity or enforceability of the Fresh Minds Education IP nor as to whether it or its use infringes any intellectual property rights of any third parties. In the event that the Licensee’s use of the Fresh Minds Education IP is held by a court of competent jurisdiction, or is believed by Fresh Minds Education, to infringe the Intellectual Property Rights of any third party Fresh Minds Education shall have the option as soon as reasonably practicable to modify or amend the Fresh Minds Education IP or the infringing parts thereof in order to avoid any further infringement, or to procure for the Licensee the right to continue using the Fresh Minds Education IP (or infringing part thereof) (and this shall be the sole liability of Fresh Minds Education, and the Licensee’s sole remedy, for infringement of Intellectual Property Rights of any third party).
5.11 The Licensee shall not sub-licence, transfer or otherwise deal with the Fresh Minds Education IP other than in accordance with this Agreement.
6 PAYMENT AND ROYALTIES
6.1 The Licensee shall pay Fresh Minds Education all Fees in accordance with Schedule 2. Fresh Minds Education may from time to time increase such Fees by written notice to the Licensee.
6.2 Any and all expenses, costs and charges incurred by the Licensee in the performance of its obligations under this Agreement shall be paid by the Licensee, unless Fresh Minds Education has expressly agreed in advance in writing to pay such expenses, costs and charges.
6.3 Each party shall pay the full amount properly invoiced to it by the other party in pounds sterling within 30 days of the date of invoice.
6.4 The Licensee may not withhold payment of any amount due to Fresh Minds Education because of any set-off, counterclaim, abatement, or other similar deduction.
6.5 Interest shall be chargeable on any amounts overdue at the statutory rate in force. The interest period shall run from the due date for payment until receipt of the full amount by Fresh Minds Education whether before or after judgment and without prejudice to any other right or remedy of Fresh Minds Education.
6.6 All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.
6.7 All taxes, charges, levies, assessments and other fees of any kind imposed on the distribution and/or implementation of the Programme shall be the responsibility of, and for the account of, the Licensee.
7 DATA PROTECTION
7.1 The Licensee shall adhere to the Data Protection provisions in accordance with Schedule 3.
8 DURATION AND TERMINATION
8.1 This Agreement begins on the Commencement Date and, subject to clause 8.2 continues for an initial term of two years (the Period). At the end of such Period (and any subsequent Year of the Agreement’s duration) the Agreement will continue for [a further Year] provided that:
8.1.1 both parties have given written confirmation to the other of such continuance at least 30 days before the end of the then current Year; and
8.1.2 the Licensee has in Fresh Minds Education sole opinion fulfilled the Renewal Criteria. Renewal Criteria shall mean:
8.1.2.1 the Licensee has delivered a minimum of three Connections Programmes in the previous license year;
8.1.2.2 the Licensee has up to date Insurance policies for the purpose of delivering the Programmes;
8.1.2.3 the Licensee has followed all safeguarding children and vulnerable adult requirements if working within the community or with young people;
8.1.2.4 If relevant followed all requirements for reactivating as an Provisional/Approved Facilitator after a period of deactivation that does not extend 1year. See Schedule 5
8.2 Should the Licensee fail to adequately re-certify to the satisfaction and approval of Fresh Minds Education, this Agreement shall be deemed to be terminated immediately and the provisions of 9.2.2 below apply.
8.3 Without affecting any other rights that it may be entitled to, Fresh Minds Education may give notice in writing to the Licensee terminating this Agreement immediately if:
8.3.1 The Licensee commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 Calendar Days of being notified in writing to do so;
8.3.2 the Licensee is involved in any form of financial or organisational impropriety or is not delivering the Programme in accordance with the ethos and within the standards of the Programme; or
8.3.3 the Licensee suspends, or threatens to suspend, payment of its debts or is deemed unable to pay its debts or the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Licensee; or an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Licensee; or a person becomes entitled to appoint a receiver over the assets of the Licensee or a receiver is appointed over the assets of the Licensee; or any event occurs, or proceeding is taken, with respect to the Licensee if any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 8.2; or
8.3.4 the Licensee suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
8.3.5 there is a change of Control of the other party.
8.4 If Fresh Minds Education, in its sole discretion, deems that the continuations of this Agreement is commercially unviable, Fresh Minds Education may terminate this Agreement at will by giving 14 days written notice to the Licensee.
8.5 Should the Licensee fail any to comply with Schedule 1, Clause 2(p) of this Agreement Fresh Minds Education reserves all rights to terminate this Agreement with immediate effect and further reserves the right to recover all and any costs (and potential damages) which result from the revocation.
9 EFFECTS OF TERMINATION
9.1 Termination of this Agreement for any reason shall not affect any rights or liabilities of either party accrued at the date of termination.
9.2 Upon the expiry and/or termination of this Agreement and/or the Licensee does not obtain the necessary re-certifications to continue to qualify as an Provisional/Approved Facilitator then;
9.2.1 this Licence shall terminate immediately, and the Licensee will stop participating in Fresh Minds Education's, Connections Suicide Prevention™ programmes with immediate effect and will not represent themselves in any way as being connected to or being qualified to deliver the programme;
9.2.2 the Licensee undertakes immediately either to return all Fresh Minds Education IP and Confidential Information and all copies thereof to Fresh Minds Education as per schedule 4 or, if so requested by Fresh Minds Education, to delete, destroy or otherwise make permanently unusable the Fresh Minds Education IP and Confidential Information (to the extent the same is within the Licensee’s and/or a User’s control or possession).
9.3 The provisions of clauses 3.16, 3.15, 5, 6, 7, 9, 10 and 15 shall survive the expiry or earlier termination of this Agreement. All other rights and licences of the Licensee under this Agreement shall terminate on the termination date.
11 FORCE MAJEURE
11.1 Neither party shall be liable for delay in performing the obligations or for failure so to perform if the delay or failure results from any cause beyond its reasonable control including acts of God, fire, explosion, war, terrorism, embargo, and governmental action (Force Majeure Event).
11.2 The party claiming a Force Majeure Event shall take all action which is reasonable under the circumstances to overcome any such cause of prevention or delay and to proceed with the performance of its obligations hereunder. Notice of any Force Majeure Event and any abatement thereof shall forthwith be given to the other party by the party claiming the benefit of this clause 11.
12 NOTICES
Any notice given under this Agreement shall be sent to the addresses detailed above and: in relation to Fresh Minds Education, to: Fresh Minds Education Ltd. 29B Main Street Randalstown Antrim BT41 3AB in relation to the named Licensee.
12.1 A notice is deemed to have been received if delivered personally, at the time of delivery; or in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next; or in the case of pre-paid first-class post, recorded delivery or registered post, 48 hours from the date of posting.
13 SUB-LICENSING
13.1 The Licensee shall not have the right to grant to any User or any person a sub-licence of any of its rights under this Agreement and recognises the importance of all training regarding the Programme(s) originating from Fresh Minds Education directly.
13 GENERAL
13.1 A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
13.2 The Licensee may not transfer, assign or novate the whole or any part of the Agreement or the benefit of it or any right under it without the prior written approval of Fresh Minds Education.
13.3 A failure at any time to enforce any provision of the Agreement shall in no way affect the right at a later date to require complete performance of the Agreement, nor shall the waiver of the breach of any provision be taken or held to be a waiver of any subsequent breach of the provision or be a waiver of the provision itself.
13.4 Nothing in this Agreement shall create or shall be deemed to create a partnership or the relationship of employer and employee between the parties.
13.5 Any variation of this Agreement shall be made in writing and executed by the parties.
13.6 If any provision of this Agreement or part thereof should be found to be invalid, ineffective or unenforceable under any applicable law, the remainder of the provisions shall stand in full force and effect.
13.7 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
13.8 Any translation of this Agreement is carried out for local requirements and in the event of a dispute between the English and non-English versions, the English version of these shall prevail.
14 LAW
14.1 The Agreement is governed by Northern Irish law. All disputes claims or proceedings between the parties relating to the validity construction or performance of this Agreement shall be subject to the jurisdiction of the courts of Northern Ireland to which the parties hereto irrevocably submit.
This Agreement has been entered into on the date stated at the beginning of it.
15 JURISDICTIONS
15.1. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
SCHEDULE 1 PROGRAMME GUIDELINES
1. Connections Suicide Prevention™ programme guidelines
(a) In order for the Licensee to identify as a Provisional/Authorised Facilitator, the Licensee agrees to the terms and conditions within this Agreement, these schedules and any other relevant policy documentation that may be provided by Fresh Minds Education.
(b) The Licensee may only distribute and/or implement the Programme(s) from schedule 5 that they have received training in, are deemed to have successfully completed by Fresh Minds Education and are detailed on their certificate of completion that they received upon Certification.
(c) The Licensee may not distribute and/or implement the Programme without having completed the relevant Facilitator Training to the reasonable satisfaction and certification of Fresh Minds Education. The execution of this agreement confirms that the Licensee has completed said Facilitator Training and, shall accordingly, and along with the physical Certificate, represent Fresh Minds Education and Connections Suicide Prevention™ Programmes.
(d) Certification of the Licensee to train other people in the methods and principles comprising the Programme is not within the scope of this agreement.
(e) The Licensee agrees to present each Connections Suicide Prevention™ Programme in accordance with the standard procedures and recommendations outlined in the Connections Suicide Prevention™ Facilitator's Manual and Facilitator documents. These are provided with the resources and when updated are downloadable from the Facilitator's members area on the Fresh Minds Education™ Website.
(f) The Licensee agrees to remain current with updates and additional guidance hosted in the trainer support pages of the Fresh Minds Education™ website and to attend Connections Suicide Prevention™ meetings as required.
(g) The Licensee understands that each Connections Suicide Programmes should:
Ø Be given its full title and use appropriate logos e.g., Connections Link Life or Connections Help Life or Connections Transform Life.
Ø Delivered over a specific number of hours adhering to the most recent guidance. Currently:
Connections Link Life: 3hrs
Connections Help Life: 3hrs
Connections Transform Life: 3hrs
Ø Facilitators understand that groups should have more than 6 participants but not more than 40 participants when conducted by one facilitator.
Ø Co-facilitation is mandatory for online training delivery, a requirement for the delivery of your first three sessions and encouraged beyond that.
Ø Group size will be impacted by the developmental capacity of the individual participants and facilitators are required to decrease group sizes in accordance with safe practice, best practice and legal requirements.
Ø Facilitators must also always work only within their existing professional scope and capacity, limiting the nature and size of groups they work with.
Ø Provisional/Approved Facilitators may seek written permission from Fresh Minds Education to adjust requirements in exceptional circumstances.
(h) The Licensee agrees to conduct the Connections Suicide Prevention™ Programme to no-one under the age of 14 years old without prior consultation and written permission from Fresh Minds Education.
(i) The Licensee agrees that the minimum number of Connections Suicide Prevention programmes that they shall deliver per year will be three programmes. Should any facilitator be unable to meet this requirement they will have to engage with the reactivation processes. See schedule 6 for reactivation details.
(j) The Licensee agrees to conduct all Programmes using the resources, materials and methods and will not introduce any other approach, materials or methods without consulting with Fresh Minds Education.
(k) Fresh Minds Education publishes a list of resources required to deliver Connections Suicide Prevention™ Programmes and the Licensee agrees to deliver all elements of the Connections Suicide Prevention™ Programmes using the required resources. There are different resources for different age groups, facilitators are obliged to use the relevant resource for the target age group.
(l) Each facilitator will be required to have the essential Connections Suicide Prevention™ digital or hard copy resources prior to delivering your first Connections Suicide Prevention™ programme. Both digital and hard copy resources are purchased directly from Fresh Minds Education. Payment is required on ordering.
(m) Provisional/Approved facilitators may purchase many of our resources at discounted rates and may sell these resources to schools, community groups, parents, on approved websites etc to add value to your service and raise additional income for you.
(n) Without exception and for face to face or digital training Participant Packs are required for every person taking part in a Connections Programme. These must be ordered directly from the FME website or by invoice. Payment is required on ordering. Shipping will always be added to resources. Packs are currently required for all programmes.
Fresh Minds Education are consistently adding to the portfolio of resources for workshops and programmes and the Licensees are required to be aware of and work with the most recent resources available for each target group.
(o) Facilitator reports and registration details are to be submitted promptly after each Programme on the same day of programme delivery. The Licensee understands that failure to comply with this requirement will result on the withdrawal of this Licence Agreement in its entirety along with the Certification to deliver training.
(p) The Licensee agrees to process the user feedback forms from the Connections Suicide Prevention™ Programmes in accordance with the Fresh Minds Education™ procedures.
(q) The Licensee understands that a Fresh Minds Education representative may attend one of the Connections Suicide Prevention™ Programmes delivered to users for quality assurances purposes at any time with no notice being given.
(r) Fresh Minds Education may from time to time appoint a service review at such locations and frequency as Fresh Minds Education may reasonably determine with the Licensee.
(s) The Licensee will comply with any instruction of Fresh Minds Education monitoring and advisory board in relation to the Licensee’s performance of its obligations imposed by this Agreement. For the avoidance of doubt the cost of the monitoring and advisory board meetings shall be met by Fresh Minds Education (but the Licensee shall be responsible for its own travel and subsistence costs incurred in attending such meetings).
(t) The Licensee agrees to implement and pay for all necessary insurances required in order to deliver the Programmes and conduct themselves as a Provisional and Approved Facilitator. Should this insurance be revoked, temporarily suspended or stopped in any way, the Licensee agrees to not conduct the Programme, in part or in its entirety, to any User or any other person unless the insurance has been re-established.
(u) The Licensee agrees that they have completed all necessary and statutory background checks to be able to work legally with children and vulnerable adults and that they pose no risk or threat to the Users. The Licensee agrees to follow all requisite laws and policies in order to work with children and vulnerable adults and that they are not registered on any official list in any capacity, in this Region or in any other Region, which prevents them from working with children or vulnerable adults. The Licensee is obliged to disclose any information which may affect their status in working with children or vulnerable adults and/or should they have any concerns they should raise this promptly with Fresh Minds Education. Should the status of eligibility to work with children or vulnerable adults change, the Licensee is obliged to inform Fresh Minds Education immediately upon which this License will be suspended instantaneously until Fresh Minds Education makes a decision as to whether or not to continue.
(v) These guidelines for the distribution and implementation of Connections Suicide Prevention™ programmes may be amended from time to time by Fresh Minds Education, all parties will be notified in writing.
(w) Connections Facilitators must be familiar with and comply with PHA quality standards for services promoting mental and emotional wellbeing and suicide prevention.
(x) Organisations and individuals delivering Connections online within the UK must be ICO registered. (Information Commissioner’s Office)
Schedule 2 FEES
The Managing Agency of the licence shall pay the License Fees to Fresh Minds Education as follows:
1. LICENSE
1. License Fee for year 1 & year 2 is included in the training fee and commences on the first day of training.
2. Licence Fee Annual Renewal fee is reviewed annually and is subject to review.
Schedule 3
DATA PROTECTION SCHEDULE
Part A Operative provisions
Definitions
In this Schedule:
| Controller |
has the meaning given in applicable Data Protection Laws from time to time; |
| Data Protection Laws |
means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:
the GDPR;
the Data Protection Act 2018;
any laws which implement any such laws;
any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and
all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding); |
| Data Protection Supervisory Authority |
means any regulator, authority or body responsible for administering Data Protection Laws; |
| Data Subject |
has the meaning given in applicable Data Protection Laws from time to time; |
| GDPR |
means the General Data Protection Regulation, Regulation (EU) 2016/679; |
| International Organisation |
has the meaning given in applicable Data Protection Laws from time to time; |
| Personal Data |
has the meaning given in applicable Data Protection Laws from time to time; |
| Personal Data Breach |
has the meaning given in applicable Data Protection Laws from time to time; |
| processing |
has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly); |
| Processor |
has the meaning given in applicable Data Protection Laws from time to time; |
| Protected Data |
means Personal Data received from or on behalf of Fresh Minds Education, or otherwise obtained in connection with the performance of the Licensee’s obligations under this Agreement; and |
| Licensee’s Personnel |
means all Personnel of the Licensee and any of its or their subcontractors who are engaged in the performance of the Services from time to time. |
Unless otherwise expressly stated in this Agreement the Licensee’s obligations and the Fresh Minds Education’s rights and remedies under this Schedule are cumulative with, and additional to, any other provisions of this Agreement.
Compliance with data protection laws
The parties agree that Fresh Minds Education is a Controller and that the Licensee is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Licensee shall, and shall ensure each of the Licensee Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services. Nothing in this Agreement relieves the Licensee of any responsibilities or liabilities under Data Protection Laws.
Instructions
The Licensee shall only process (and shall ensure Licensee Personnel only process) the Protected Data in accordance with [Section 1 of] 0 of this Schedule, this Agreement and Fresh Minds Educations written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform the Fresh Minds Education of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). The Licensee shall immediately inform the Fresh Minds Education if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.
Security
The Licensee shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in [Section 2 of] 0 of this Schedule and shall reflect the nature of the Protected Data.
Personnel
The Licensee shall ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the Services.
Assistance
The Licensee shall promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as Fresh Minds Education may reasonably require in relation to the fulfilment of Fresh Minds Education’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws).
The Licensee shall provide such information, co-operation and other assistance to Fresh Minds Education as Fresh Minds Education reasonably requires (taking into account the nature of processing and the information available to the Licensee) to ensure compliance with Fresh Minds Education’s obligations under Data Protection Laws, including with respect to:
security of processing;
data protection impact assessments (as such term is defined in Data Protection Laws);
prior consultation with a Data Protection Supervisory Authority regarding high risk processing; and
any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Agreement, including (subject in each case to the Fresh Minds Education’s prior written authorisation) regarding any notification of the Personal Data Breach to Data Protection Supervisory Authorities and/or communication to any affected Data Subjects.
Data subject requests
The Licensee shall record and refer all requests and communications received from Data Subjects or any Data Protection Supervisory Authority to the Fresh Minds Education which relate (or which may relate) to any Protected Data promptly (and in any event within 3 Business Days of receipt) and shall not respond to any without the Fresh Minds Education’s express written approval and strictly in accordance with the Fresh Minds Education’s instructions unless and to the extent required by law.
International transfers
The Licensee shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of Fresh Minds Education (which may be refused or granted subject to such conditions as Fresh Minds Education deems necessary).
Records
The Licensee shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of Fresh Minds Education. Such records shall include all information necessary to demonstrate its and Fresh Minds Education’s compliance with this Schedule, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as Fresh Minds Education may reasonably require from time to time. The Licensee shall make copies of such records available to Fresh Minds Education promptly (and in any event within 7 days on request from time to time.
Audit
The Licensee shall promptly make available to Fresh Minds Education such information as is reasonably required to demonstrate the Licensee’s and Fresh Minds Education’s compliance with their respective obligations under this Schedule and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by Fresh Minds Education (or another auditor mandated by Fresh Minds Education) for this purpose at Fresh Minds Education’s request from time to time. The Licensee shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than 2 Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.
Breach
The Licensee shall promptly (and in any event within [24] hours) notify Fresh Minds Education if it (or any of the Licensee Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data.
The Licensee shall promptly (and in any event within [24] hours) provide all information as Fresh Minds Education requires to report the circumstances referred to in paragraph 0 (above) to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
Deletion/return
The Licensee shall (and shall ensure that the Licensee Personnel shall) without delay, at Fresh Minds Education’s written request, either securely delete or securely return all the Protected Data to Fresh Minds Education in such form as Fresh Minds Education reasonably requests after the earlier of:
the end of the provision of the relevant Services related to processing of such Protected Data; or
once processing by the Licensee of any Protected Data is no longer required for the purpose of the Licensee’s performance of its relevant obligations under this Agreement,
and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, the Supplier shall inform Fresh Minds Education of any such requirement).
Survival
This Schedule shall survive termination or expiry of this Agreement for any reason.
Data processing and security details
Section 1—Data processing details
Processing of the Protected Data by the Licensee under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of 0.
Subject-matter of processing:
Licensee & Licensee FLM Customers,
CRM - Cloud based
Back Office - digital copies
HR Files - soft copies
Duration of the processing:
2 x weeks
Nature and purpose of the processing:
Formulate evidence base, evaluation, case studies
To promote and market services
To hold customer information
Data processing and security details
Section 1—Data processing details
Processing of the Protected Data by the Licensee under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of 0.
Subject-matter of processing:
Licensee & Licensee FLM Customers,
CRM - Cloud based
Back Office - digital copies
HR Files - soft copies
Duration of the processing:
2 x weeks
Nature and purpose of the processing:
Formulate evidence base, evaluation, case studies
To promote and market services
To hold customer information
SCHEDULE 4 Resources
- The Licensee undertakes immediately either to return all Fresh Minds Education IP and Confidential Information and all copies thereof to Fresh Minds Education or, if so requested by Fresh Minds Education, to delete, destroy or otherwise make permanently unusable the Fresh Minds Education IP and Confidential Information (to the extent the same is within the Licensee’s and/or a User’s control or possession).
This is not an exclusive list.
- All online, soft and hard materials
- Merchandise
- Pop Up Stands
- All training materials (books / folders etc)
- Promotional Materials
- Participants Kits
SCHEDULE 5
Programmes covered by this agreement
This is a full list of programmes and workshops, facilitators are only approved for those courses from this list which they have trained and gained approval and certification for.
Connections Link Life
SCHEDULE 6 Connections Suicide Prevention™ Reactivation
The reactivation policy is continually reviewed, always check the most up to date reactivation policy.
| STATUS |
I have not delivered any Connections Programmes since my T4T |
Since becoming approved I have not delivered my three required Programmes in a one-year period - but I have delivered one and I have become deactivated. |
Since becoming approved I have delivered multiple sessions, but I have not delivered any Connections Programmes in the past one year and have become deactivated. |
I have not delivered any FLM Programmes in a two-year period. |
| OPTIONS |
You must either:
a) Complete a full T4T training;
or;
b) Deliver 3 workshops and submit a video recording of the third programme with the completed learning log for consideration and approval. |
You may reactivate by delivering two programmes, one of which you will record and submit for a review.
There is no need to complete a full T4T programme. |
You may reactivate by delivering a Connections
Programme which you will record and submit for review.
There is no need to complete a full T4T programme. |
You must complete a full T4T training. |
| DETAIL |
Deliver two programmes and video record x1 programme and submit with the learning log for consideration and approval. |
Deliver and video record x1 programme and submit with the learning log for consideration and approval. |
n/a |
| ACTION |
Contact Fresh Minds Education and make arrangements |
Contact Fresh Minds Education and make arrangements |
Contact Fresh Minds Education and make arrangements |
Apply online |
