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Menopause Friendly Membership

TERMS AND CONDITIONS OF MEMBERSHIP

Introduction

The Menopause Friendly accreditation process is administered on behalf of Menopause Friendly by Menopause in the Workplace Limited (“MIWL”). Accordingly, the terms “we”, “us”, and “our” refer to both Menopause Friendly and (in so far as it related to the administration of the accreditation process and its intellectual property rights), MIWL

1. Definitions and Interpretation 

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Booking Form” means the online Booking Form completed by the Member incorporating these Terms and Conditions and the Terms and Conditions for the use of our website (or any variation thereof agreed upon by both Parties) which shall govern provision of the Contents and Services;

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Booking Form, the Contents and/or the Services, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such. It also includes the Contents and the Services;

“Data Protection Legislation” means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;

“Fees” means any and all sums due from the Member to Menopause Friendly with respect to the provision of the Services or otherwise arising and due from the Member to Menopause Friendly. The term Fees includes the Member’s additional rolling, annual Membership fee.

“Intellectual Property Rights” means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Member” means only the party procuring the Contents and/or the Services from Menopause Friendly and who is identified in the Booking Form;

“Services” means the administration by us of and determination by Menopause Friendly of a Member’s application for Menopause Friendly accreditation and any other ongoing services to be provided by Menopause Friendly to the Member. It also means the criteria and guidance for accreditation in any form.

1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:

  1.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

  1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

  1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented from time to time;

  1.1.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Booking Form, as appropriate; and

  1.1.5 a “Party” or the “Parties” refer to the parties to the Booking Form. And where necessary or relevant to MIWL.

1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.3 Words imparting the singular number shall include the plural and vice versa.

1.4 References to any gender shall include the other gender.

1.5 References to persons shall include corporations.

2. Provision of the Services

2.1 The Services are booked once the Member has provided Menopause Friendly with a completed Booking Form containing all necessary invoicing details, to include but not limited to:

  2.1.1 Invoice contact

  2.1.2 Purchase Order Number

  2.1.3 Supplier Number (if relevant)

  2.1.4 Address for communications and invoicing.

2.2 These Terms and Conditions of Membership shall apply to all contracts between us to the exclusion of any terms and conditions or any other materials which the Member may purport to apply or which are endorsed upon any correspondence or documents irrespective of their date of communication to us. 

2.3 The independent Menopause Friendly panel (“the Panel”) sits regularly to consider applications for accreditation. Due to the commitments of panel members Menopause Friendly cannot determine when the Panel will sit to consider a Member’s application for accreditation. The Panel will consider all applications within a reasonable time and in the order in which correctly documented applications are received.

2.4 Menopause Friendly shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5 Menopause Friendly reserves the right to refuse any application that does not comply with the conditions for application.

2.6 If any of the information provided by the Member is misleading or false, Menopause Friendly reserves the right to revoke membership with immediate effect.

3. Intellectual Property Rights

3.1 We shall retain the ownership of any and all Intellectual Property Rights in the Services.

3.2 You acknowledge that all Intellectual Property Rights in the Services are owned by us. You acknowledge that all Intellectual Property Rights existing now or arising in the future shall automatically vest absolutely in us on creation. To the extent that such Intellectual Property Rights do not vest automatically, you hereby assign such past, present and future Intellectual Property Rights to us and to the extent that it is necessary, you shall execute an assignment in favour of us of any and all Intellectual Property Rights which may have accrued to you through your use of the Services.

3.3 You shall not do anything that adversely affects our Intellectual Property Rights. For the avoidance of doubt and without prejudice to the generality, you MUST NOT do the following

  3.3.1 Exploit, use in any way or disclose any part of the Services for any purpose other than for the internal approval (including technological approval and any necessary testing), certification or authorisation of the Services. For the avoidance of doubt the copying in any form whatsoever of the Services for any purpose other than those authorised above is a breach of this condition;

  3.3.2 Alter, adapt or amend the Services except as permitted by law;

  3.3.3 Reproduce, copy or deal in the Services (in whole or in part) in any way.

  3.3.4 Sub-clauses 3.3.1-3.3.3 shall be waived upon a successful application for accreditation for the purposes of showing, publishing or otherwise advertising such accreditation or where authorised to do so, to show a Member is in the course of applying for accreditation.

3.4 We assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Any rights not expressly granted herein, are reserved.

4. Member’s Obligations

4.1 The Member shall use all reasonable endeavours to provide all pertinent information to Menopause Friendly that is necessary for Menopause Friendly’s provision of the Services.

4.2 In the event that Menopause Friendly requires the decision, approval, consent or any other communication from the Member in order to continue with the provision of the Services or any part thereof at any time, the Member shall provide the same in a reasonable and timely manner.

4.3 Any delay in the provision the Services resulting from the Member’s failure or delay of any kind shall not be the responsibility or fault of Menopause Friendly.

5. Fees, Payment and Other Charges

5.1 The Member shall pay the Fees in accordance with the provisions of the Booking Form.

5.2 Menopause Friendly shall invoice the Member for the Fees upon receipt of the Booking Form and annually thereafter. The Fees are due within 7 days of acceptance by Menopause Friendly of the Member’s Booking Form and annually thereafter. The annual membership element of the Fees will be invoiced on each anniversary of the acceptance of the Member’s Booking Form and be payable within 7 days of the invoice date.

5.3 Menopause Friendly is not bound to provide the Services if payment of the Fees is not made by the due date.

5.4 All payments of the Fees shall be made in cleared funds without any set-off, withholding or deduction.

5.5 Where any payment pursuant to the Booking Form is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

5.6 Any sums which remain unpaid following the expiry of the period set out in sub-Clause 5.2 (above) shall incur interest on a daily basis at 5% above the base rate of HSBC Bank plc from time to time until payment is made in full of any such outstanding sums.

5.7 Membership is a rolling agreement which will automatically renew upon the anniversary of the original application. The Member will receive not less than 30 days’ notice of each Anniversary Date with notification of the fee to renew the membership.

5.8 Should the Member wish to cancel their membership, the Member must inform Menopause Friendly of their intention to cancel a minimum of ten working days prior to each anniversary of the original application.

5.9 No refunds will be due unless the cancellation notice requirements are compiled with in full

6. Liability, Indemnity and Insurance

6.1 Our total liability for any loss or damage caused as a result of its negligence or any other breach howsoever arising in relation to the Services shall be limited to the sum of the Fees actually paid.

6.2 Menopause Friendly shall not be liable for any loss or damage suffered by the Member that results from the Member’s failure to follow any instructions given by Menopause Friendly.

6.3 Nothing in these Terms and Conditions nor in the Booking Form shall limit or exclude Menopause Friendly’s liability for death or personal injury.

6.4 Neither Party shall be liable to the other or be deemed to be in breach of the Booking Form by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6.5 The Services are specifically designed for use only in the United Kingdom and the Republic of Ireland and are not to be used in any other jurisdiction without our express written consent. Accordingly, we shall have no liability whatsoever and of whatever nature and howsoever caused for any losses of any kind arising out of the use or otherwise of the Services outside the United Kingdom and the Republic of Ireland.

7. Confidentiality

7.1 Each Party shall undertake that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times;

  7.1.1 keep confidential all Confidential Information;

  7.1.2 not disclose any Confidential Information to any other party;

  7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Booking Form;

  7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

  7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the Booking Form.

7.2 Either Party may:

  7.2.1 disclose any Confidential Information to any governmental or other authority or regulatory body to such extent only as is required by law.

  7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Booking Form, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3 We may disclose the Member’s Confidential Information to any sub-contractor or supplier to the extent that it is necessary for the production of or provision of the Services.

7.4 The provisions of Clause 7 of the Booking Form shall continue in force in accordance with these terms, notwithstanding the termination of the Booking Form for any reason.

8. Force Majeure

Neither you nor we shall be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

9. Termination

9.1 Menopause Friendly may immediately terminate a membership by giving written notice if:

  9.1.1 any sum owing to Menopause Friendly is not paid by the due date for payment;

  9.1.2 A Member commits any other breach of the terms of the Booking Form and, if the breach is capable of remedy, fails to remedy it within 3 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

  9.1.3 where the Member is a company, a receiver is appointed, of any of the property or assets of the Member;

  9.1.4 the Member makes any voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

  9.1.5 the Member, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Member under the Booking Form);

  9.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Member;

  9.1.7 the Member ceases, or threatens to cease, to carry on business.

9.2 A breach shall be considered capable of remedy if the Member can comply with the provision in question in all respects.

9.3 The rights to terminate membership shall not prejudice any of our other rights or remedies in respect of the breach concerned or any other breach.

10. Effects of Termination

Upon the termination of membership for any reason:

10.1 Any sums (however arising) owing by the Member to Menopause Friendly shall become immediately due and payable;

10.2 All Clauses which, either expressly or by their nature, relate to the period after the termination of membership shall remain in full force and effect;

10.3 Termination shall not affect or prejudice any right to damages or other remedy which Menopause Friendly may have in respect of the event giving rise to the termination or any other right to damages or other remedy which we may have in respect of any breach of any of our Terms and Conditions which existed at or before the date of termination;

10.4 The Member shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to us any documents in its possession or control which contain or record any Confidential Information; and

10.5 Any Intellectual Property Rights licence granted by us shall terminate and the Member shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to us any such material in its possession or control.

11. Data Protection

We will only use the Member’s personal information as set out in Menopause Friendly’s Privacy Policy, which can be found on our website https://menopausefriendly.co.uk/privacy/.

12. Data Processing

12.1 In this Clause 13 and in the Booking Form, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

12.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Nothing shall relieve either arty of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

12.3 For the purposes of the Data Protection Legislation MIWL is the “Data Processor” and the Member is the “Data Controller”.

12.4 We may, at any time, and on at least 7 days’ notice, alter any of the data protection provisions, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme.

13. No Waiver

No failure or delay by us in exercising any of any of our rights (howsoever arising) shall be deemed to be a waiver of that right, and no waiver by us of a breach of any provision (howsoever arising) shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of membership into full force and effect.

15. Third Party Rights

No part of the contract between us shall confer rights on any third parties (save for MIWL) and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Booking Form.

16. Notices

16.1 All notices shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2 Notices shall be deemed to have been duly given:

  16.2.1 when delivered, if delivered by email; or

  16.2.2 on the 2nd business day following mailing, if mailed by national ordinary mail,

  16.2.3 in each case notices shall be addressed to the last known address/e-mail address of the other party.

17. Entire Booking Form

17.1 The Booking Form contains the entire the contract between us with respect to its subject matter and may not be modified except in writing and signed by the Parties duly authorised representatives.

17.2 The Member shall acknowledge that, in entering into this contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Booking Form, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

18. Severance

In the event that one or more of the provisions of the Booking Form a is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of the Booking Form. The remainder of the Booking Form shall be valid and enforceable.

19. Dispute Resolution

The Parties shall in the first instance attempt to resolve any dispute arising through negotiations between their appointed representatives who have the authority to settle such disputes.

20. Law and Jurisdiction

20.1 The Booking Form (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2 Any dispute, controversy, proceedings or claim between the parties (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.


Menstruation Friendly Membership

TERMS AND CONDITIONS OF MEMBERSHIP

Introduction

The Menstruation Friendly Accreditation process is administered on behalf of Menstruation Friendly by Menopause in the Workplace Limited (“MIWL”). Accordingly, the terms “we”, “us”, and “our” refer to both Menstruation Friendly and (in so far as it related to the administration of the accreditation process and its intellectual property rights), MIWL

1. Definitions and Interpretation 

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Booking Form” means the online Booking Form completed by the Member incorporating these Terms and Conditions and the Terms and Conditions for the use of our website (or any variation thereof agreed upon by both Parties) which shall govern provision of the Contents and Services;

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Booking Form, the Contents and/or the Services, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such. It also includes the Contents and the Services;

“Data Protection Legislation” means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;

“Fees” means any and all sums due from the Member to Menstruation Friendly with respect to the provision of the Services or otherwise arising and due from the Member to Menstruation Menopause Friendly with respect to the provision of the Services or otherwise arising and due from the Member to Menopause Friendly. The term Fees includes the Member’s additional rolling, annual Membership fee.

“Intellectual Property Rights” means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or  Menstruation Friendly and who is identified in the Booking Form;

“Services” means the administration by us of and determination by Menstruation Friendly of a Member’s application for The Menstruation Friendly Accreditation and any other ongoing services to be provided by  Menstruation Friendly to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Member” means only the party procuring the Contents and/or the Services fromto the Member. It also means the criteria and guidance for accreditation in any form.

1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:

  1.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

  1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

  1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented from time to time;

  1.1.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Booking Form, as appropriate; and

  1.1.5 a “Party” or the “Parties” refer to the parties to the Booking Form. And where necessary or relevant to MIWL.

1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.3 Words imparting the singular number shall include the plural and vice versa.

1.4 References to any gender shall include the other gender.

1.5 References to persons shall include corporations.

2. Provision of the Services

2.1 The Services are booked once the Member has provided Menstruation Friendly with a completed Booking Form containing all necessary invoicing details, to include but not limited to:

  2.1.1 Invoice contact

  2.1.2 Purchase Order Number

  2.1.3 Supplier Number (if relevant)

  2.1.4 Address for communications and invoicing.

2.2 These Terms and Conditions of Membership shall apply to all contracts between us to the exclusion of any terms and conditions or any other materials which the Member may purport to apply or which are endorsed upon any correspondence or documents irrespective of their date of communication to us. 

2.3 The independent Menopause Friendly panel (“the Panel”) sits regularly to consider applications for accreditation. Due to the commitments of panel members Menopause Friendly cannot determine when the Panel will sit to consider a Member’s application for accreditation. The Panel will consider all applications within a reasonable time and in the order in which correctly documented applications are received.

2.4 Menopause Friendly shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5 Menopause Friendly reserves the right to refuse any application that does not comply with the conditions for application.

2.6 If any of the information provided by the Member is misleading or false, Menopause Friendly reserves the right to revoke membership with immediate effect.

3. Intellectual Property Rights

3.1 We shall retain the ownership of any and all Intellectual Property Rights in the Services.

3.2 You acknowledge that all Intellectual Property Rights in the Services are owned by us. You acknowledge that all Intellectual Property Rights existing now or arising in the future shall automatically vest absolutely in us on creation. To the extent that such Intellectual Property Rights do not vest automatically, you hereby assign such past, present and future Intellectual Property Rights to us and to the extent that it is necessary, you shall execute an assignment in favour of us of any and all Intellectual Property Rights which may have accrued to you through your use of the Services.

3.3 You shall not do anything that adversely affects our Intellectual Property Rights. For the avoidance of doubt and without prejudice to the generality, you MUST NOT do the following

  3.3.1 Exploit, use in any way or disclose any part of the Services for any purpose other than for the internal approval (including technological approval and any necessary testing), certification or authorisation of the Services. For the avoidance of doubt the copying in any form whatsoever of the Services for any purpose other than those authorised above is a breach of this condition;

  3.3.2 Alter, adapt or amend the Services except as permitted by law;

  3.3.3 Reproduce, copy or deal in the Services (in whole or in part) in any way.

  3.3.4 Sub-clauses 3.3.1-3.3.3 shall be waived upon a successful application for accreditation for the purposes of showing, publishing or otherwise advertising such accreditation or where authorised to do so, to show a Member is in the course of applying for accreditation.

3.4 We assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Any rights not expressly granted herein, are reserved.

4. Member’s Obligations

4.1 The Member shall use all reasonable endeavours to provide all pertinent information to Menopause Friendly that is necessary for Menstruation Friendly ovision of the Services.

4.2 In the event that Menopause Friendly requires the decision, approval, consent or any other communication from the Member in order to continue with the provision of the Services or any part thereof at any time, the Member shall provide the same in a reasonable and timely manner.

4.3 Any delay in the provision the Services resulting from the Member’s failure or delay of any kind shall not be the responsibility or fault of Menopause Friendly.

5. Fees, Payment and Other Charges

5.1 The Member shall pay the Fees in accordance with the provisions of the Booking Form.

5.2 Menopause Friendly shall invoice the Member for the Fees upon receipt of the Booking Form and annually thereafter. The Fees are due within 7 days of acceptance by Menopause Friendly of the Member’s Booking Form and annually thereafter. The annual membership element of the Fees will be invoiced on each anniversary of the acceptance of the Member’s Booking Form and be payable within 7 days of the invoice date.

5.3 Menstruation Friendly s not bound to provide the Services if payment of the Fees is not made by the due date.

5.4 All payments of the Fees shall be made in cleared funds without any set-off, withholding or deduction.

5.5 Where any payment pursuant to the Booking Form is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

5.6 Any sums which remain unpaid following the expiry of the period set out in sub-Clause 5.2 (above) shall incur interest on a daily basis at 5% above the base rate of HSBC Bank plc from time to time until payment is made in full of any such outstanding sums.

5.7 Membership is a rolling agreement which will automatically renew upon the anniversary of the original application. The Member will receive not less than 30 days’ notice of each Anniversary Date with notification of the fee to renew the membership.

5.8 Should the Member wish to cancel their membership, the Member must inform Menopause Friendly of their intention to cancel a minimum of ten working days prior to each anniversary of the original application.

5.9 No refunds will be due unless the cancellation notice requirements are compiled with in full

6. Liability, Indemnity and Insurance

6.1 Our total liability for any loss or damage caused as a result of its negligence or any other breach howsoever arising in relation to the Services shall be limited to the sum of the Fees actually paid.

6.2 Menopause Friendly shall not be liable for any loss or damage suffered by the Member that results from the Member’s failure to follow any instructions given by Menopause Friendly.

6.3 Nothing in these Terms and Conditions nor in the Booking Form shall limit or exclude Menopause Friendly’s liability for death or personal injury.

6.4 Neither Party shall be liable to the other or be deemed to be in breach of the Booking Form by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6.5 The Services are specifically designed for use only in the United Kingdom and the Republic of Ireland and are not to be used in any other jurisdiction without our express written consent. Accordingly, we shall have no liability whatsoever and of whatever nature and howsoever caused for any losses of any kind arising out of the use or otherwise of the Services outside the United Kingdom and the Republic of Ireland.

7. Confidentiality

7.1 Each Party shall undertake that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times;

  7.1.1 keep confidential all Confidential Information;

  7.1.2 not disclose any Confidential Information to any other party;

  7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Booking Form;

  7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

  7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the Booking Form.

7.2 Either Party may:

  7.2.1 disclose any Confidential Information to any governmental or other authority or regulatory body to such extent only as is required by law.

  7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Booking Form, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3 We may disclose the Member’s Confidential Information to any sub-contractor or supplier to the extent that it is necessary for the production of or provision of the Services.

7.4 The provisions of Clause 7 of the Booking Form shall continue in force in accordance with these terms, notwithstanding the termination of the Booking Form for any reason.

8. Force Majeure

Neither you nor we shall be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

9. Termination

9.1 Menopause Friendly may immediately terminate a membership by giving written notice if:

  9.1.1 any sum owing to Menstruation Friendly s not paid by the due date for payment;

  9.1.2 A Member commits any other breach of the terms of the Booking Form and, if the breach is capable of remedy, fails to remedy it within 3 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

  9.1.3 where the Member is a company, a receiver is appointed, of any of the property or assets of the Member;

  9.1.4 the Member makes any voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

  9.1.5 the Member, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Member under the Booking Form);

  9.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Member;

  9.1.7 the Member ceases, or threatens to cease, to carry on business.

9.2 A breach shall be considered capable of remedy if the Member can comply with the provision in question in all respects.

9.3 The rights to terminate membership shall not prejudice any of our other rights or remedies in respect of the breach concerned or any other breach.

10. Effects of Termination

Upon the termination of membership for any reason:

10.1 Any sums (however arising) owing by the Member to Menstruation Friendly shall become immediately due and payable;

10.2 All Clauses which, either expressly or by their nature, relate to the period after the termination of membership shall remain in full force and effect;

10.3 Termination shall not affect or prejudice any right to damages or other remedy which Menopause Friendly may have in respect of the event giving rise to the termination or any other right to damages or other remedy which we may have in respect of any breach of any of our Terms and Conditions which existed at or before the date of termination;

10.4 The Member shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to us any documents in its possession or control which contain or record any Confidential Information; and

10.5 Any Intellectual Property Rights licence granted by us shall terminate and the Member shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to us any such material in its possession or control.

11. Data Protection

We will only use the Member’s personal information as set out in Menopause Friendly’s Privacy Policy, which can be found on our website https://menopausefriendly.co.uk/privacy/.

12. Data Processing

12.1 In this Clause 13 and in the Booking Form, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

12.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Nothing shall relieve either arty of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

12.3 For the purposes of the Data Protection Legislation MIWL is the “Data Processor” and the Member is the “Data Controller”.

12.4 We may, at any time, and on at least 7 days’ notice, alter any of the data protection provisions, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme.

13. No Waiver

No failure or delay by us in exercising any of any of our rights (howsoever arising) shall be deemed to be a waiver of that right, and no waiver by us of a breach of any provision (howsoever arising) shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of membership into full force and effect.

15. Third Party Rights

No part of the contract between us shall confer rights on any third parties (save for MIWL) and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Booking Form.

16. Notices

16.1 All notices shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2 Notices shall be deemed to have been duly given:

  16.2.1 when delivered, if delivered by email; or

  16.2.2 on the 2nd business day following mailing, if mailed by national ordinary mail,

  16.2.3 in each case notices shall be addressed to the last known address/e-mail address of the other party.

17. Entire Booking Form

17.1 The Booking Form contains the entire the contract between us with respect to its subject matter and may not be modified except in writing and signed by the Parties duly authorised representatives.

17.2 The Member shall acknowledge that, in entering into this contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Booking Form, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

18. Severance

In the event that one or more of the provisions of the Booking Form a is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of the Booking Form. The remainder of the Booking Form shall be valid and enforceable.

19. Dispute Resolution

The Parties shall in the first instance attempt to resolve any dispute arising through negotiations between their appointed representatives who have the authority to settle such disputes.

20. Law and Jurisdiction

20.1 The Booking Form (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2 Any dispute, controversy, proceedings or claim between the parties (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.


Workplace Training

Terms & Conditions

1. Definitions and Interpretation 

1.1          In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Booking Form”

means the Booking Form completed by the Client (whether completed on-line, by hard copy or through our e-learning package) incorporating these Terms and Conditions (or any variation thereof agreed upon by both Parties) which shall govern the provision of the Contents and Services;

“Business Day”

means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

“Client”

means the party procuring the Contents and/or the Services from MIWL and who is identified in the Booking Form;

“Commencement Date”

means the date on which provision of the Contents and/or Services will commence, as defined in the Booking Form and any subsequent dates upon which it is agreed that MIWL will supply the Contents and/or the Services to the Client.

“Contents”

All materials (including DVD’s and video) (written or otherwise), commentary, documentation, and information (in whatever form) that is provided for, contained in or available in connection with the provision of the Services.

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Booking Form, the Contents and/or the Services, whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such. It also includes the Contents and the Services;

“Data Protection Legislation”

means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;

“Fees”

means all sums due from the Client to MIWL for the Contents and the provision of the Services or otherwise arising and due from the Client to MIWL;

“Intellectual Property Rights”

means:

(a) all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Services”

means the Menopause in the Workplace training and any other services to be provided by MIWL to the Client as set out in the Booking Form and subject to these Terms and Conditions.

1.2          Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1      “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;

1.2.2      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3      “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.4      a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Booking Form, as appropriate; and

1.2.5      a “Party” or the “Parties” refer to the parties in the Booking Form.

1.3     The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4     Words imparting the singular number shall include the plural and vice versa.

1.5     References to any gender shall include the other gender.

1.6     References to persons shall include corporations.


2. Provision of the Services

2.1          The Services are booked once the Client has provided MIWL with a completed Booking Form containing all necessary invoicing details, to include but not limited to 

2.1.1    Invoice contact

2.1.2    Purchase Order Number

2.1.3    Supplier Number (if relevant)

2.1.4    Address for communications and invoicing.

2.2          Upon booking you agree to MIWL’s Cancellation Policy as follows: –

Over 48 hours’ notice:                                     Nil Fee

Between 24- and 48-hours’ notice:                 25% of the fee for the session

Less than 24 hours’ notice                              100% of the fee for the session.

2.3          MIWL will provide the Contents and the Services with reasonable skill and care, commensurate with prevailing standards in the sector in the United Kingdom.

2.4          MIWL will act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of the Contents and the Services set out in the Booking Form.

2.5          MIWL will provide the Client with a presenter suitable for the provision of the Services. MIWL will endeavour to provide any preferred presenter the Client may specify but this cannot be guaranteed and failure to provide a preferred presenter shall not amount to any breach of this The Booking Form by MIWL.

2.6          MIWL will be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.


3.             Intellectual Property Rights

3.1          MIWL will retain the ownership of all Intellectual Property Rights in the Contents and to the Services 

3.2          You acknowledge that all Intellectual Property Rights in the Contents and in the Services are owned by MIWL. You acknowledge that all Intellectual Property Rights existing now or arising in the future will automatically vest absolutely in MIWL on creation. To the extent that such Intellectual Property Rights do not vest automatically, you hereby assign such past, present, and future Intellectual Property Rights to MIWL and to the extent that it is necessary, you will execute an assignment in favour of MIWL of any and all Intellectual Property Rights which may have accrued to you through your use of the Contents and the Services. 

3.3          You will not do anything that adversely affects MIWL’s Intellectual Property Rights in the Contents and the Services. For the avoidance of doubt and without prejudice to the generality, you MUST NOT do the following:

3.3.1    Exploit, use in any way or disclose any part of the Contents or the Services for any purpose other than for the internal approval (including technological approval and any necessary testing), certification or authorisation of the Contents or Services. For the avoidance of doubt the recording of the Contents or Services for any purpose other than those authorised in writing by MIWL is a breach of this condition;

3.3.2    Alter, adapt or amend the Contents or the Services except as authorised by MIWL in writing;

3.3.3    Reproduce, copy or deal in the Contents or the Services (in whole or in part) in any way except as authorised by MIWL in writing. Any such authorisation given by MIWL shall where relevant be subject to the following limitations:-

 3.3.3.1 Any training sessions that are authorised to be recorded by you as a playback or catch up will (unless otherwise agreed in writing) only be made available for 30 days from the date of the recorded session;

 3.3.3.2 If you are recording the session, you MUST inform MIWL in writing IN ADVANCE that you wish to do so and you must expressly confirm that you will delete any such recording after 30 days from the date of the session being recorded. 

 3.3.3.3. If MIWL records the session and provides a link to the recording, unless otherwise agreed in writing, MIWL will disable the link after 30 days from its provision.

3.3.3.4             Any recording of a session whether recorded by you or by MIWL will only be for your internal use and is not to shown or otherwise disseminated outside the corporate entity identified in the Booking Form. It is agreed that any breach of this condition will constitute a material breach of these Terms and Conditions that shall give MIWL the right to a claim for breach of its Intellectual Property Rights and in respect of which damages alone may not be an adequate remedy.

3.4          MIWL asserts all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.Any rights not expressly granted herein, are reserved.


4. Client’s Obligations

4.1          The Client will use all reasonable endeavours to provide all pertinent information to MIWL that is necessary for MIWL’s provision of the Services.

4.2          The Client may, from time to time, issue reasonable instructions to MIWL in relation to MIWL’s provision of the Services.  Any such instructions must be compatible with the specification of the Services provided in the Booking Form.

4.3           If MIWL requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.  

4.4          Any delay in the provision of the Contents or the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 4 of the Booking Form shall not be the responsibility or fault of MIWL.


5. Fees, Payment, and Other Charges

5.1          The Client will pay the Fees to MIWL in accordance with this clause 5 and the provisions of the Booking Form.

5.2          Unless otherwise agreed in writing, MIWL will invoice the Client for the Fees 28 days before the anticipated start date of each training session. Irrespective of the actual start date of each training session, the final date for payment of the Fees will 28 be days after the date of the invoice.

5.3          MIWL is not bound to provide the Contents and/or the Services if payment is not made in accordance with clause 5.2 (above).

5.4          All payments required to be made pursuant to the Booking Form shall be made in in cleared funds without any set-off, withholding or deduction.

5.5          Where any payment pursuant to the Booking Form is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

5.6          Without prejudice to Clause 9.1.1 of this Booking Form, any sums which remain unpaid following the expiry of the period set out in clause 5.2 (above) of the Booking Form shall incur interest on a daily (but not compound) basis at 5% per annum above the base rate of HSBC Bank plc from time to time until payment is made in full of any such outstanding sums.

5.7          Travel is included within the Fees unless it is expressly excluded. If travel expenses are charged these will be at a reasonable amount, based upon the cost of the appropriate form of travel at the time that the cost is incurred. Any travel expenses so charged will not include any amount for handling or administration.

5.8          Overnight accommodation is not included in the Fees. MIWL will always try and get the best possible rate available. The cost of accommodation will be charged in addition to the Fees.


6. Liability, Indemnity and Insurance

6.1          MIWL’s total liability for any loss or damage caused as a result of its negligence or breach of the Booking Form shall be limited to the sum of £1,000,000 (one million pounds) inclusive of all elements including, but not limited to costs, VAT and interest.

6.2          MIWL shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by MIWL.

6.3          Nothing in these Terms and Conditions nor in the Booking Form shall limit or exclude MIWL’s liability for death or personal injury.

6.4          Each party shall indemnify the other against any costs, liability, damages, loss, claims, or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by either party) caused by either Party or its agents or employees. The total liability of either party under this sub-clause 6.4 shall be capped at the sum of £1,000,000 (one million pounds), inclusive of all elements including, but not limited to costs, VAT, and interest.

6.5          Neither Party shall be liable to the other or be deemed to be in breach of the Booking Form by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6.6          The Services are specifically designed for use only in the United Kingdom and are not to be used in any other jurisdiction without MIWL’s express written consent. Accordingly, MIWL shall have no liability whatsoever and of whatever nature and howsoever caused for any losses of any kind arising out of the use or otherwise of the Services outside the United Kingdom.


7. Confidentiality

7.1          Each Party shall undertake that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it will, at all times:

7.1.1      keep confidential all Confidential Information;

7.1.2      not disclose any Confidential Information to any other party;

7.1.3      not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Booking Form;

7.1.4      not make any copies of record in any way or part with possession of any Confidential Information; and

7.1.5      ensure that none of its directors, officers, employees, agents, sub-contractors, or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.

7.2          Either Party may:

7.2.1      disclose any Confidential Information to any governmental or other authority or regulatory body to such extent only as is required by law.  

7.2.2      use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Booking Form, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3       MIWL may disclose the Client’s Confidential Information to any sub-contractor or supplier of MIWL to the extent that it is necessary to produce or provide the Contents and/or the Services.

7.4          The provisions of Clause 7 of the Booking Form will continue in force in accordance with these terms, notwithstanding the termination of the Booking Form for any reason.


8. Force Majeure

No Party to the Booking Form shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, generally internet service provider failure outside of either Party’s reasonable control, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.


9. Termination

9.1          MIWL may immediately terminate the Booking Form by giving written notice to the Client if:

9.1.1      any undisputed sum owing to MIWL by the Client under any of the provisions of the Booking Form is not paid within 7 days of receiving notice that the due date for payment had passed;

9.1.2      the Client commits any other breach of any of these Terms and Conditions and/or the Booking Form and, if the breach is capable of remedy, fails to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

9.1.3      where the Client is a company, a receiver is appointed, of any of the property or assets of the Client;

9.1.4      the Client makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

9.1.5      the Client, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Client by the Booking Form);

9.1.6      anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client;

9.1.7      the Client Party ceases, or threatens to cease, to carry on business.

9.2          For the purposes of Clause 9.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

9.3          The rights to terminate the Booking Form shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.


10. Effects of Termination

Upon the termination of the Booking Form for any reason:

10.1       Any sum owing by the Client to MIWL under any of the provisions of the Booking Form shall become immediately due and payable 14 days from the date of termination;

10.2       All Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Booking Form shall remain in full force and effect;

10.3       Termination shall not affect or prejudice any right to damages or other remedy which either Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of the Booking Form which existed at or before the date of termination;

10.4       Subject as provided in Clause 10 of the Booking Form and except in respect of any accrued rights neither Party shall be under any further obligation to the other;

10.5       Each Party shall (except to the extent referred to in Clause 7 of the Booking Form) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and

10.6       All Intellectual Property Rights licences granted under Clause 3 of the Booking Form shall terminate and the Client shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to MIWL any such material in its possession or control.


11. Data Protection

MIWL will only use the Client’s personal information as set out in MIWL’s Privacy Policy, which can be found on our website   https://menopauseintheworkplace.co.uk/privacy-policy/

If you do not have access to our website, please contact us and we will send you a hard copy.


12. Data Processing

12.1       In this Clause 12 and in the Booking Form, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

12.2       Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor the Booking Form shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

12.3       For the purposes of the Data Protection Legislation and for this Clause 12 and the Booking Form, MIWL is the “Data Processor”, and the Client is the “Data Controller”.

12.4       MIWL may, at any time, and on at least 7 days’ notice, alter the data protection provisions of the Booking Form, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. 

12.5       Such terms shall apply when replaced by attachment to the Booking Form.


13. No Waiver

No failure or delay by MIWL in exercising any of its rights under the Booking Form shall be deemed to be a waiver of that right, and no waiver by MIWL of a breach of any provision of the Booking Form shall be deemed to be a waiver of any subsequent breach of the same or any other provision.


14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Booking Form into full force and effect.


15. Assignment and Sub-Contracting

The Booking Form is personal to the Parties.  The Client may not assign, or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of MIWL, such consent to be granted at the absolute discretion of MIWL. MIWL may assign or otherwise delegate any of its rights, or sub-contract or otherwise delegate any of its obligations thereunder. 


16. Third Party Rights

No part of the Booking Form shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Booking Form.


17.  Notices

17.1       All notices under the Booking Form shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

17.2       Notices shall be deemed to have been duly given:

17.2.1   when delivered, if delivered by email; or

17.2.2   on the 2 nd business day following mailing, if mailed by national ordinary mail, 

17.2.3   In each case notices shall be addressed to the most recent postal address or e-mail address notified to the other Party.

17.2.4   Entire Agreement

17.3       The Booking Form and these Terms and Conditions constitute the entire agreement between the Parties in respect of its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

17.4       The Client acknowledges that, in entering into the Booking Form, it does not rely on any representation, warranty or other provision except as expressly provided in the Booking Form and these Terms and Conditions.  All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.


18. Severance

If one or more of the provisions of the Booking Form and/or of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, those provision(s) shall be deemed severed from the remainder of the Booking Form and/or these Terms and Conditions.  The remainder of the Booking Form and/or these Terms and Conditions shall be valid and enforceable.


19. Dispute Resolution

The Parties shall in the first instance attempt to resolve any dispute arising out of or relating to the Booking Form through negotiations between their appointed representatives who have the authority to settle such disputes.


20. Law and Jurisdiction

20.1       The Booking Form and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2       Any dispute, controversy, proceedings or claim between the Parties relating to the Booking Form or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

eLearning On Demand

Terms & Conditions

1.             Definitions and Interpretation 

1.1          In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

“Customer”

means the party procuring the Contents and/or the Services from MIWL and who is identified in the Booking Form;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Booking Form, the Contents and/or the Services, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such. It also includes the Contents and the Services;

“Data Protection Legislation”

means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;

“Fees”

means any and all sums due from the Customer to MIWL with respect to the Contents and the provision of the Services or otherwise arising and due from the Customer to MIWL;

“Intellectual Property Rights”

means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Services”

means the Menopause in the Workplace on demand e-learning product.



1.2          Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1      “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;

1.2.2      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3      “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.4      a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Booking Form, as appropriate; and

1.2.5      a “Party” or the “Parties” refer to the parties in the Booking Form.

1.3     The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4     Words imparting the singular number shall include the plural and vice versa.

1.5     References to any gender shall include the other gender.

1.6     References to persons shall include corporations.


2.             Provision of the Services

2.1          The Services shall be made available upon receipt of payment and for a period of 12 months thereafter. 

2.2          MIWL shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the sector in the United Kingdom and shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.


3.             Intellectual Property Rights

3.1          MIWL shall retain the ownership of any and all Intellectual Property Rights in the Services 

3.2          You acknowledge that all Intellectual Property Rights in the Services are owned by MIWL. You acknowledge that all Intellectual Property Rights existing now or arising in the future shall automatically vest absolutely in MIWL on creation. To the extent that such Intellectual Property Rights do not vest automatically, you hereby assign such past, present and future Intellectual Property Rights to MIWL and to the extent that it is necessary, you shall execute an assignment in favour of MIWL of any and all Intellectual Property Rights which may have accrued to you through your use of the Services. 

3.3          You shall not do anything that adversely affects MIWL’s Intellectual Property Rights in the Services. For the avoidance of doubt and without prejudice to the generality, you MUST NOT do the following

3.3.1    Exploit, use in any way or disclose any part of the Services for which you do not hold a licence.

3.3.2    Alter, adapt or amend the Services except as authorised by MIWL in writing;

3.3.3    Reproduce, copy or deal in the Services (in whole or in part) in any way except as authorised by MIWL in writing. 


4.             Customer’s Obligations

4.1          The Customer shall use all reasonable endeavours to provide all pertinent information to MIWL that is necessary for MIWL’s provision of the Services.

4.2          In the event that MIWL requires the decision, approval, consent or any other communication from the Customer in order to continue with the provision of the Services or any part thereof at any time, the Customer shall provide the same in a reasonable and timely manner.  

4.3          Any delay in the provision of the Contents or the Services resulting from the Customer’s failure or delay in complying with any of the provisions of this Clause 4 of the Booking Form shall not be the responsibility or fault of MIWL.


5.             Fees, Payment and Other Charges

5.1          The Customer shall pay the Fees to MIWL at the time of ordering the Services and in any event before delivery of the Services.

5.2          MIWL is not bound to provide the Services if payment is not made in accordance with sub-clause 5.1 (above).

5.3          All payments shall be made in in cleared funds without any set-off, withholding or deduction.


6.             Liability, Indemnity and Insurance

6.1          MIWL’s total liability for any loss or damage caused as a result of its negligence shall be limited to the sum of £1,000000 (one million pounds) inclusive of all elements including, but not limited to costs, VAT and interest

6.2          MIWL shall not be liable for any loss or damage suffered by the Customer that results from the Customer’s failure to follow any instructions given by MIWL.

6.3          Nothing in these Terms and Conditions shall limit or exclude MIWL’s liability for death or personal injury.

6.4          Neither Party shall be liable to the other by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6.5          The Services are specifically designed for use only in the United Kingdom and are not to be used in any other jurisdiction without MIWL’s express written consent. Accordingly, MIWL shall have no liability whatsoever and of whatever nature and howsoever caused for any losses of any kind arising out of the use or otherwise of the Services outside the United Kingdom.


7.             Confidentiality

7.1          Each Party shall undertake that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times; 

7.1.1      keep confidential all Confidential Information;

7.1.2      not disclose any Confidential Information to any other party;

7.1.3      not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Booking Form;

7.1.4      not make any copies of, record in any way or part with possession of any Confidential Information; and

7.1.5      ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.

7.2          Either Party may:

7.2.1      disclose any Confidential Information to any governmental or other authority or regulatory body to such extent only as is required by law.  

7.2.2      use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Booking Form, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3       MIWL may disclose the Customer’s Confidential Information to any sub-contractor or supplier of MIWL to the extent that it is necessary for the production of or provision of the the Services.

7.4          The provisions of Clause 7 of the Booking Form shall continue in force in accordance with these Terms and Conditions, notwithstanding the termination of this agreement for any reason.


8.             Termination

8.1          MIWL Party may immediately terminate this agreement by giving written notice to the Customer if:

8.1.1      any undisputed sum owing to MIWL by the Customer is not paid within 7 days of receiving notice that the due date for payment had passed;

8.1.2      the Customer commits any other breach of any of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

8.1.3      where the Customer is a company, a receiver is appointed, of any of the property or assets of the Customer;

8.1.4      the Customer makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

8.1.5      the Customer, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Customer under the Booking Form);

8.1.6      anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Customer;

8.1.7      the Customer Party ceases, or threatens to cease, to carry on business.


8.2          For the purposes of sub-Clause 9.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

8.3          The rights to terminate the Booking Form shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.


9.             Effects of Termination

Upon the termination of this agreement for any reason:

9.1          Any sum owing by the Customer to MIWL shall become immediately due and payable;

9.2          All Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this agreement shall remain in full force and effect;

9.3          Termination shall not affect or prejudice any right to damages or other remedy which either Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this agreement which existed at or before the date of termination;

9.4          Subject as provided in Clause 10 of the Booking Form and except in respect of any accrued rights neither Party shall be under any further obligation to the other;

9.5          Each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and

9.6          All Intellectual Property Rights licences granted under Clause 3 of the Booking Form shall terminate and the Customer shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to MIWL any such material in its possession or control.


10.          Data Protection

MIWL will only use the Customer’s personal information as set out in MIWL’s Privacy Policy, which can be found on our website   https://menopauseintheworkplace.co.uk/privacy-policy/

If you do not have access to our website, please contact us and we will send you a hard copy.


11.          Data Processing

11.1       In this Clause 12 and in the Booking Form, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

11.2       Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor the Booking Form shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

11.3   For the purposes of the Data Protection Legislation and for this Clause 12 and the Booking Form, MIWL is the “Data Processor”, and the Customer is the “Data Controller”.

11.4   MIWL may, at any time, and on at least 7 days’ notice, alter the data protection provisions of these Terms and Conditions, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. 


12.          No Waiver

No failure or delay by MIWL in exercising any of its rights under this agreement and/or these Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by MIWL of a breach of any provision of this agreement and/or these Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.


13.          Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this agreement and/or these Terms and Conditions into full force and effect.


14.          Assignment and Sub-Contracting

This agreement shall be personal to the Parties.  Neither Party may assign, or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.


15.          Third Party Rights

No part of the this agreement and/or these Terms and Conditions shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Booking Form.


16.          Notices

16.1       All notices hereunder shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2       Notices shall be deemed to have been duly given:

16.2.1   when delivered, if delivered email; or

16.2.2   on the 2 nd business day following mailing, if mailed by national ordinary mail, 

16.2.3   In each case notices shall be addressed to the most recent address, e-mail address notified to the other Party.


17.          Entire Booking Form

17.1       These Terms and Conditions contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

17.2       The Customer shall acknowledge that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.


18.          Severance

In the event that one or more of the provisions of this agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of this agreement and/or these Terms and Conditions.  The remainder of this agreement and/or these Terms and Conditions shall be valid and enforceable.


19.          Dispute Resolution

The Parties shall in the first instance attempt to resolve any dispute arising out of or relating to this agreement through negotiations between their appointed representatives who have the authority to settle such disputes.


20.          Law and Jurisdiction

20.1       This agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2       Any dispute, controversy, proceedings or claim between the Parties relating to this agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.