Terms & Conditions
1. Definitions
2. Construction and Interpretation
3. Background
4. Application of Terms and Conditions
5. Scope of the Services
6. Additional Services
7. Service Availability
8. Intellectual Property Rights
9. Reliance on Information
10. Online Portal
11. Payment Terms
12. Membership Renewal
13. Fee Revision
14. Complaints
15. Notices
16. Representations, Warranties and Undertakings
17. Limitation of Liability
18. Indemnity
19. Amendments
20. Assignment of Rights
21. Sub-contracting
22. Termination
23. Confidentiality
24. Publicity
25. Severance
26. Waiver
27. Force Majeure
28. Personal Data
29. Compliance with Laws
30. Contracts (Rights of Third Parties) Act 1999
31. Entire Agreement
32. Governing Law
33. Jurisdiction
34. Counterparts
35. Service Level Guiding Principles
Definitions
In this agreement and the accompanying Schedules:
“Account Manager”
means a Suicide&Co representative who is responsible for managing the Counterparty’s Organisation Subscription Membership;
“Additional Fees”
means any additional fees as may be agreed between the Parties in writing from time to time, including in respect of any Additional Services;
“Additional Services”
means services similar in nature and scope to, but outside the scope of, the Services, as may be agreed between the Parties in writing from time to time;
“Affiliate”
means any subsidiary or holding company of Suicide&Co and any subsidiary of any such holding company, in each case from time to time, where “subsidiary” and “holding company” have the meanings given to them in the Companies Act 2006;
“Applicable Laws”
means all applicable laws, statutes and regulations from time to time in force;
“Authorised User”
means an individual nominated by the Counterparty to receive access to the Portal;
“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for general business in London;
“Charity Commission”
means the government department regulating registered charities in England and Wales;
“Codes of Conduct”
means the codes of conduct set out in Schedule 4;
“Complaints Database”
means a collated group of complaints received by Suicide&Co which is stored electronically in a computer system;
“Consultation Services”
means support and advice provided by Suicide&Co advisors (including via email, telephone or videoconferencing platforms, at Suicide&Co’s election) on responding to a suspected suicide or a bereavement by suicide and any connected matters;
“Counselling Services”
means counselling sessions with qualified Level 4 counsellors who have agreed with Suicide&Co to act in accordance with relevant policies and to comply with applicable legal and ethical obligations;
“Controller”
has the meaning given to it in the UK GDPR;
“Counterparty”
means the Party signed up as a member
“Data Protection Laws”
means all Applicable Law in the UK from time to time relating to the processing of personal data and privacy including (where applicable):
the UK GDPR;
the Data Protection Act 2018; and
the Privacy and Electronic Communications (EC Directive) Regulations 2003;
“Defaulting Party”
has the meaning given to that term in Clause 22.3;
“Digital Services”
means the electronic delivery of services via the Suicide&Co Website and/or the Portal;
“Direct Debit”
means a financial transaction in which a payee instructs their bank to collect an amount directly from the payer’s bank account;
“Eligibility Criteria”
means the criteria that a Team Member who is seeking to use the Counselling Services must meet in order to be eligible for the Counselling Services, as detailed in the Statement of Work or otherwise communicated by Suicide&Co to the Counterparty and/or the Team Member (as applicable) in writing from time to time;
“External Provider”
means an external provider of services approved by Suicide&Co;
“Fees”
means any fees payable to Suicide&Co under this agreement (including any Membership Fees and any Additional Fees);
“Force Majeure Event”
means any circumstance not within a Party’s reasonable control, including, but not limited to: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; cyberattack or other unforeseen disruption to telephone and internet lines; nuclear, chemical or biological contamination or sonic boom and/or collapse of buildings, fire, explosion or accident;
“Fundraising Regulator”
means the independent regulator of charitable fundraising in England, Wales and Northern Ireland;
“Intellectual Property”
means intellectual property including copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in confidential information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
whether registered or not;
including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications;
whether vested, contingent or future;
to which the relevant Party is or may be entitled; and
in whichever part of the world existing;
“Level 4”
means the Level 4 diploma counselling qualification;
“Log-in Credentials”
means any PIN, digital certificate, password, authentication code or other data, credential, connection or device that enables access to the Portal;
“Membership Fees”
means any membership fees payable to Suicide&Co under this agreement in exchange for the Organisation Subscription Membership (and covering the Services provided pursuant to the OSM, as set out in Schedule 3 (Fees) to this agreement and as amended from time to time);
“Online User Terms and Conditions”
means the Suicide&Co Website terms of use, as displayed on the Suicide&Co Website or otherwise communicated by Suicide&Co from time to time;
“OSM” or “Organisation Subscription Membership”
means the organisation subscription membership permitting access to the Services;
“OSM Commencement Date”
means the date on which Suicide&Co receives payment of the Counterparty’s initial Membership Fees or such later date as is agreed in writing between the Parties;
“OSM Payment Date”
means the date that Membership Fees fall due;
“Party”
means Suicide&Co or the Counterparty (as relevant), and “Parties” shall be construedaccordingly;
“Personal Data”
has the meaning given in the applicable Data Protection Laws in the UK, as processed by either Party in the context of this agreement;
“Personal Data Breach”
has the meaning given to it in the UK GDPR;
“Portal”
means Suicide&Co’s web-based platform offering resources, information and advice;
“Privacy Policy”
means the Suicide&Co policy relating to its use of data, as amended from time to time;
“Processor”
has the meaning given to it in the UK GDPR;
“Service Level Guiding Principles”
means the target principles and/or guidelines governing Suicide&Co’s conduct, as set out in Schedule 1 (Service Level Guiding Principles) to this agreement and as amended from time to time;
“Services”
means the services set out in the Statement of Work and to be supplied by Suicide&Co (or an External Provider in accordance with Clauses 5.6 and 5.7) to the Counterparty in accordance with this agreement;
“Statement of Work”
means the statement of work set out in Schedule 2 (Statement of Work) describing the Services and related matters;
“Suicide&Co”
means Suicide&Co (a charity registered in England and Wales with charity number 1187985) and/or its Affiliates from time to time;
“Suicide&Co Website”
means the Suicide&Co website available at www.suicideandco.org;
“Team Member”
means any natural person employed by, volunteering with, studying with or contracted by the Counterparty or any other natural person designated as such by the Counterparty;
“Term”
means the duration of this agreement as described in Clause 4.2;
“UK”
means the United Kingdom;
“UK GDPR”
means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the UK or of a part of the UK from time to time);
“VAT”
means any value added tax imposed by the Value Added Tax Act 1994 or any other similar sale or fiscal tax and legislation and regulations supplemental thereto;
“Working Hours”
means 9.30 a.m. to 5.30 p.m. on a Business Day; and
“Written Response”
means a reply to a complaint which aims to address the issues raised in the complaint and is in writing (either in letter form and posted to or in email form and sent to the Counterparty).
Construction and Interpretation
In this agreement, unless otherwise specified:
references to Clauses and Schedules are to clauses in and schedules to this agreement;
use of any gender includes all other genders;
words in the singular include the plural and vice versa;
references to an “organisation” shall be construed so as to include any organisation, corporation or other body corporate, wherever and however incorporated or established;
references to a “Party” (or to the Counterparty or Suicide&Co) include that Party’s personal representatives, successors and permitted assigns;
references to a “person” shall be construed so as to include any individual, firm, company, corporation, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted and shall include any subordinate legislation made from time to time under that statute or statutory provision;
any reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;
references to times are to London time unless otherwise specified;
a reference to any other document referred to in this agreement is a reference to that other document as amended, varied, novated or supplemented from time to time;
the rule known as the eiusdem generis rule shall not apply and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and
general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.
In this agreement, unless otherwise specified:
all headings and titles are inserted for convenience only and are to be ignored in the interpretation of this agreement; and
the Schedules form part of this agreement and shall have the same force and effect as if expressly set out in the body of this agreement, and any reference to this agreement shall include the schedules.
Background
Suicide&Co is a charitable organisation which aims to provide access to emotional and practical support in order to prevent or mitigate the negative impact on the mental or physical health of individuals affected by suicide, either as the result of a bereavement by suicide or where there is a suspected suicide.
Suicide&Co offers a subscription service providing subscribing organisations with tools, guidance and processes to support their Team Members in the event of a bereavement by suicide or a suspected suicide.
The Parties have agreed that Suicide&Co shall supply the Services (and, if applicable, the Additional Services) to the Counterparty on the terms set out in this agreement.
Suicide&Co complies with the Codes of Conduct as amended from time to time and its profits are used to further its charitable objects. The Counterparty acknowledges and agrees that this agreement shall be construed in accordance with Suicide&Co’s charitable aims and status from time to time.
Application of Terms and Conditions
Suicide&Co agrees to supply and the Counterparty agrees to purchase the Organisation Subscription Membership (which permits access to the Services) on the terms set out in this agreement.
This agreement shall commence on the date on which it has been signed by each Party and shall apply until terminated in accordance with the terms of this agreement.
The Counterparty is responsible for ensuring that its Team Members are aware of the terms set out in this agreement and other applicable policies, and takes responsibility for any failure to comply with the relevant terms. By agreeing to the terms set out in this agreement, the Counterparty is committing to communicating all applicable terms to its Team Members and the Team Members shall be deemed to have agreed to the terms of this agreement.
Scope of the Services
On and from the OSM Commencement Date, and for the Term of this agreement (subject to the terms of this agreement and any expiry or temporary lapse or suspension of the Counterparty’s OSM), Suicide&Co shall provide the Counterparty with the Services in exchange for the Membership Fees (and any applicable Additional Fees).
Details of the Services provided and relevant service levels are set out in the Statement of Work, as amended from time to time in accordance with Clause 5.3. The Services may include access to the Counselling Services, the Consultation Services and the Digital Services.
The Services are subject to change from time to time. Subject to Clause 5.4 below, Suicide&Co has absolute discretion to alter, amend, change, modify or withdraw any of, or any part of, the membership benefits that comprise the OSM and/or any of the Services on 30 Business Days’ written notice to the Counterparty.
Certain elements of the Services will be provided only to Team Members of the Counterparty who meet the relevant Eligibility Criteria. Suicide&Co has the right, at its sole discretion, to amend the Eligibility Criteria at any time by notice in writing to the Counterparty and/or the relevant Team Member.
Suicide&Co has the right to refuse any Team Member of the subscribing Counterparty access to any element of the Services where, in its opinion, it has reasonable cause to do so (including, for the avoidance of doubt, where the Team Member meets the Eligibility Criteria).
Suicide&Co has the option, at its sole discretion, to provide the Counselling Services itself via its own employees or contractors, or to provide the Counselling Services using an External Provider.
Where Counselling Services are provided by an External Provider, and not by a Suicide&Co employee or volunteer, Suicide&Co acts only as a co-ordinator or provider of access to the Counselling Services and does not intervene in any separate contractual relationship formed between the Team Member using the Counselling Services and the relevant External Provider other than as set out in this agreement. Team Members using the Counselling Services may be required to sign additional terms and conditions prior to receiving the Counselling Services.
Additional Services
The Parties may agree from time to time for the provision of Additional Services (such as bereavement policy consulting, company presentations or training days), in which case references in this agreement to Services will include such requested and agreed-upon Additional Services.
Any such agreed-upon Additional Services will be provided in exchange for Additional Fees.
Service Availability
Certain components of the Services are available only at certain times, as follows:
The Counselling Services will be available by appointment only and are subject to any applicable waiting periods.
There are no specific service hours governing access to the Portal, but access is subject to Clause 10.7 below.
Account Managers will be available during Working Hours only.
The Services are made available on the basis that the Counterparty and its Team Members are resident in, and accessing the relevant Services from, the UK.
Intellectual Property Rights
The Suicide&Co name and logo are the Intellectual Property of Suicide&Co and may not be used by the Counterparty or any Team Members otherwise than in accordance with this agreement without its written permission. All other trademarks and logos used on the Portal are the trademarks and logos of their respective owners, and there is no licence or right for the Counterparty and its Team Members to use any of them.
The Portal and all its contents are the Intellectual Property of Suicide&Co or are included with the permission of the owner of such content. They are protected by copyright laws and treaties around the world. All such rights are reserved.
It is permissible for the Counterparty and its Team Members to view and display design, text and graphics and electronically copy or download and print in hard copy portions of the Portal for personal use or for use internally within the Counterparty’s organisation. Any other storage, copying, transmission, distribution or other use of material on the Portal by the Counterparty and its Team Members is prohibited without Suicide&Co’s prior written permission. In particular, material on the Portal may not be used for commercial purposes without obtaining a licence from Suicide&Co or its licensors. Suicide&Co’s status (and that of any identified contributors) as the authors of content on the Portal must always be acknowledged.
Suicide&Co reserves the right to cease an individual’s access to the Portal if the individual is found to be printing, copying or downloading any part of the Portal in breach of this agreement without Suicide&Co’s prior written consent.
Suicide&Co has the right to require that any copies of the materials that have been made by the Counterparty and its Team Members are returned or destroyed, at its option.
The Counterparty agrees that upon termination of the OSM it shall delete, return or destroy (and shall procure that their Team Members shall delete, return or destroy) all materials printed, copied or downloaded from the Portal.
Reliance on Information
Information contained on the Portal or otherwise communicated by Account Managers is for guidance only, and should not be considered a substitute for professional advice covering any specific medical, scientific or other information.
Suicide&Co does not guarantee that the Portal or any content on it, or any information communicated by Account Managers or other Suicide&Co employees, volunteers or contractors in providing the Services, will be free from errors or omissions.
Suicide&Co has the right to update the Portal and update, amend or remove any of the materials contained therein for any reason, without notice, from time to time.
Suicide&Co accepts no liability or responsibility for any direct or indirect loss or damage or other harm arising from any reliance placed on such information by the recipient of such information or any other person who relies on it.
This Clause 9 shall continue to apply after the termination of this agreement without limit in time.
Online Portal
Upon activation of the OSM, the Counterparty will receive a set of Log-in Credentials allowing Authorised Users to access the Portal.
An Authorised User may access the Portal only through the Log-in Credentials provided by Suicide&Co (or a third party platform, if applicable).
The Counterparty will not permit an Authorised User to use Log-in Credentials in jurisdictions outside the UK. Any individual accessing the Portal and Digital Services from abroad and using the materials contained therein does so at their own risk.
The Counterparty and its Team Members who have been given Log-in Credentials must keep the Log-in Credentials safe and secure at all times and ensure that they are used only by an Authorised User. The Counterparty is liable for all use or misuse of any such Log-in Credentials and will comply with all reasonable instructions notified to it from time to time relating to any such Log-in Credentials.
The Counterparty will promptly notify Suicide&Co if it knows or suspects that any person not authorised to access the Portal has used or obtained Log-in Credentials or has had unauthorised access to the Portal, or that the confidentiality, security or functionality of any of the Log-in Credentials or Portal has otherwise been compromised.
The Counterparty agrees and acknowledges that accessing the Portal using the internet means that the transmission of data to and from the Counterparty is not necessarily secure. The Counterparty shall use virus scanning software to protect itself from the Portal introducing viruses into its systems and to ensure that it does not introduce any viruses into the Portal.
Access to the Portal is permitted on a temporary basis. Suicide&Co aims to provide continuous access to the Portal but Suicide&Co cannot guarantee that the Portal, or any content on it, will always be available or be uninterrupted and will not be liable if, for any reason, the site is unavailable or subject to disruption for any period of time.
Suicide&Co has the right to suspend, interrupt or limit access to all or part of the Portal for an Authorised User.
Those accessing the Portal or the Suicide&Co Website will be subject to the Online User Terms and Conditions as amended from time to time, and use of the Portal and/or the Suicide&Co Website will be deemed acceptance of the Online User Terms and Conditions.
The Counterparty is responsible for making all arrangements necessary for an Authorised User’s access to the Portal.
The Counterparty is responsible for ensuring that all persons who access the Portal via the Log-in Credentials are aware of the terms set out in this agreement and other applicable policies, and that they comply with them.
Unless agreed in writing, information contained on the Portal is not intended for use in any legal proceedings which do not relate to this agreement.
Payment Terms
Subject to Clause 13 (Fee Revision) below, the Counterparty shall pay Fees in the amount and manner set out in the fee schedule at Schedule 3 (Fees) to this agreement unless otherwise agreed in writing between the Parties.
Any payments under this agreement must be made in full by Direct Debit or bank transfer (as specified at Schedule 3 (Fees) to this agreement), or such other approved method as is agreed in writing between the Parties.
The Counterparty has the option to pay the Membership Fees either upfront as an initial pre-payment in advance of each year of membership or as 12 equal monthly instalments for each year of membership. Whether the Membership Fees shall be payable as an upfront annual fee or in 12 equal monthly instalments shall be specified in the fee schedule at Schedule 3 (Fees) to this agreement or otherwise agreed in writing between the Parties.
Subject to any statutory right to cancel, the Fees are non-refundable once payment has been received.
Fees other than the Membership Fees shall be paid prior to the provision of the relevant Service (unless otherwise agreed) and the Counterparty agrees to settle all invoices (including, for the avoidance of doubt, for any Additional Services) plus any applicable VAT within 28 days of receipt or as otherwise agreed between the Parties.
Membership Renewal
Where the Counterparty has opted for an annual payment cycle, the Counterparty’s membership shall renew automatically following the expiry of each 12-month period and recurring payments shall be collected on each 12-month anniversary of the previous payment date.
Where the Counterparty has opted for a monthly payment cycle, the Counterparty’s membership shall renew automatically following the expiry of each one-month period and recurring payments shall be collected on the same date each month (unless the initial recurring payment falls on the last calendar day of a month in which case Suicide&Co shall adjust the billing cycle so that payments are collected on the first calendar day of each following month).
The Counterparty acknowledges the recurring payment features described in this Clause 12 and accepts responsibility for all recurring charges prior to the termination of its membership in accordance with this agreement.
In the event that Suicide&Co has not received payment of the Counterparty’s Membership Fees falling due on or before the OSM Payment Date, the renewed membership period will be deemed to begin on the date that payment is successfully collected. Suicide&Co reserves the right to withhold or suspend OSM rights and benefits (including the Services and any Additional Services) in its absolute discretion for any period where Fees have not been successfully collected.
Fee Revision
Suicide&Co reserves the right to increase or decrease any Fees from time to time in accordance with Clause 13.2 below.
Suicide&Co will provide the Counterparty with 30 Business Days’ written notice for any alterations to the Membership Fees, with such revised Membership Fees becoming payable on the next OSM Payment Date. Should the Counterparty wish to terminate its OSM on the basis of such alteration to the Membership Fees, it must do so in accordance with Clause 22 (Termination).
In assessing any change to the Fees, Suicide&Co may take into account factors such as the number of Team Members within the Counterparty’s organisation and any feedback it has received.
Suicide&Co may, from time to time, request details of the approximate number of Team Members within the Counterparty’s organisation and/or responses to feedback surveys. The Counterparty agrees that it will respond to any such requests promptly and accurately, and, in any event, within 15 days of such a request.
Complaints
The Counterparty is entitled to complain to Suicide&Co (using the complaints procedure set out in this Clause 14) if dissatisfied with the Services provided.
The Counterparty must set out the reason for its complaint and submit it, in writing, to Suicide&Co. The complaint must be in letter or email format, and sent to Suicide&Co’s postal address or email address. Suicide&Co will store all complaints received on a Complaints Database.
Suicide&Co will endeavour to deal with complaints promptly, effectively and fairly.
A complaint will be resolved upon notification from the Counterparty, within 15 days of receiving the Written Response, of their acceptance of the Written Response. If the Counterparty does not wish to accept the Written Response it must communicate this in writing to Suicide&Co within 15 days of receiving the Written Response. If Suicide&Co does not receive any response from the Counterparty within 15 days of receipt of the Written Response this will be deemed to be acceptance of the Written Response by the Counterparty.
If the Counterparty does not accept the Written Response, it may wish to raise a complaint to the Charity Commission or the Fundraising Regulator.
Notices
Except where expressly stated otherwise, a notice under this agreement shall only be effective if it is in writing.
Notices under this agreement shall be sent to the Counterparty at the address or email address set out in Schedule 1 (The Counterparty) to this agreement, or as otherwise communicated by the Counterparty from time to time.
Notices under this agreement shall be sent to Suicide&Co at its physical address or e-mail address as set out below, or as otherwise communicated by Suicide&Co from time to time:
Address:
27 Great Smith Street, London, SW1P 3AZ
Email address:
organisationsupport@suicideandco.org
A Party may change its notice details on giving notice to the other Party of the change.
Any notice given under this agreement shall, in the absence of earlier receipt, be deemed to have been duly given as follows:
if delivered personally, on delivery;
if sent by first class post, two clear Business Days after the date of posting; and
if sent by e-mail, when sent.
For the avoidance of doubt, the provisions of this Clause 15 shall not apply in relation to the service of a claim form, application notice, order, judgment or other document relating to any legal proceedings.
Representations, Warranties and Undertakings
Each Party represents and warrants that:
it has the right, power and authority to enter into this agreement and grant to the other Party the rights (if any) contemplated in this agreement;
it shall comply with all Applicable Laws in performing its obligations under this agreement; and
the execution and delivery of this agreement has been duly approved by appropriate persons within its organisation and this agreement constitutes its legal, valid and binding obligations.
The Counterparty undertakes that it shall:
comply with its obligations under this agreement and procure that its Team Members shall do the same;
provide Suicide&Co (at no charge to Suicide&Co) with all necessary information and support reasonably required by Suicide&Co for the performance of its obligations to the Counterparty under this agreement;
not share the Log-in Credentials with those who are not Authorised Users;
not use the Portal or Digital Services in any unauthorised manner;
not do any act in connection with its use of the Services that, to the best of its knowledge, would infringe the rights of Suicide&Co or of any third party;
use the Services in accordance with the terms of this agreement;
return, delete or destroy any copies of materials obtained from the Portal or Digital Services on the expiry of its OSM, and procure that Team Members do the same; and
act in a manner that is in accordance with Suicide&Co’s charitable status in connection with its dealings with Suicide&Co.
Suicide&Co undertakes that it shall:
supply the Services with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; and
endeavour to provide the Services in accordance with its Service Level Guiding Principles (as amended by Suicide&Co from time to time).
This Clause 16 shall continue to apply after the termination of this agreement without limit in time.
Limitation of Liability
To the fullest extent permitted by law, Suicide&Co shall in no event be liable to the Counterparty or any of its Team Members or any third party for any direct or indirect loss or any special, incidental or consequential damages arising out of, or in connection with, this agreement or the provision of the Services.
Notwithstanding Clauses 17.1 and 9.4, and subject to Clause 17.3, if Suicide&Co is found to be liable to the Counterparty or to any third party as a result of any claims or other matters arising under or in connection with this agreement or the Services, Suicide&Co’s total liability shall not exceed an amount equal to all payments made to it by the Counterparty in the preceding 12-month period.
Nothing in this agreement excludes or limits Suicide&Co’s liability for:
death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation;
any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
any defective products under the Consumer Protection Act 1987; or
any other matter for which it would be illegal for us to exclude or attempt to exclude Suicide&Co’s liability.
This Clause 17 shall continue to apply after the termination of this agreement without limit in time.
Indemnity
The Counterparty shall indemnify, and keep indemnified, Suicide&Co from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Suicide&Co as a result of or in connection with any material breach by the Counterparty (or any of its Team Members) of its obligations under the agreement.
Suicide&Co reserves the right to take any legal action it deems appropriate against unauthorised use of the Portal or the materials contained therein (including but not limited to requiring compensation and/ or indemnification for resulting losses).
This Clause 18 shall continue to apply after the termination of this agreement without limit in time.
Amendments
Subject to Clause 19.2, Suicide&Co may amend the terms of this agreement from time to time with 30 Business Days’ written notice to the Counterparty.
Where Suicide&Co considers reasonably necessary, or where amendments are required to comply with Applicable Laws, Suicide&Co may amend the terms of this agreement with immediate effect upon notice to the Counterparty.
Amendments will be communicated to the Counterparty in writing or via the Portal.
Continued membership and use of the Services will be deemed acceptance of the amended terms. In the event that the Counterparty refuses to agree to the amended terms, the Counterparty expressly acknowledges that continued access to the Services may not be permitted.
Assignment of Rights
Suicide&Co may at any time assign or novate all or any part of its rights, obligations or benefits under, this agreement to any of its Affiliates.
The Counterparty shall not assign, or purport to assign, all or any part of the benefit of, or its rights or benefits under, this agreement.
Sub-contracting
Suicide&Co has the right to sub-contract the whole, or any part of, the Services (including, for the avoidance of doubt, any Additional Services).
Termination
This agreement shall continue unless and until it is terminated by not less than 30 days’ prior written notice by either Party to the other Party. In accordance with Clause 11.4, Fees that have been paid are non-refundable.
Suicide&Co may by notice to the Counterparty terminate this agreement with immediate effect if the Counterparty commits (in the reasonable opinion of Suicide&Co) a material breach of the agreement, including failing to pay any amount due under the agreement on the due date and where such amount remains unpaid within 30 days after notification has been made that payment is overdue.
Either Party may by notice to the other Party (the “Defaulting Party”) terminate this agreement with immediate effect if:
any procedure is commenced with a view to the winding-up or re-organisation of the Defaulting Party and that procedure (unless commenced by the Defaulting Party) is not terminated or discharged within 30 days;
any step is taken or any procedure is commenced with a view to the appointment of an administrator, receiver, administrative receiver or trustee in bankruptcy in relation to the Defaulting Party or all or substantially all of its assets and that procedure (unless commenced by the Defaulting Party) is not terminated or discharged within 30 days;
the holder of any security over all or substantially all of the assets of the Defaulting Party takes any step to enforce that security and that enforcement is not discontinued within 30 days;
all or substantially all of the assets of the Defaulting Party is subject to attachment, sequestration, execution or any similar process and that process is not terminated or discharged within 30 days;
the Defaulting Party is unable to pay its debts as they fall due;
the Defaulting Party enters into, or any step is taken, whether by the board of directors of the Defaulting Party or otherwise, towards entering into a composition or arrangement with its creditors or any class of them, including, but not limited to, a company voluntary arrangement or a deed of arrangement; or
the Defaulting Party enters into, or any step is taken, whether by the board of directors of the Defaulting Party or otherwise, towards any analogous procedure under the laws of any jurisdiction to the procedures set out above.
In the event of termination of this agreement, all the rights and obligations of the Parties shall forthwith cease, except for those provisions expressly or impliedly stated to continue without limit in time. Termination of this agreement shall not affect any rights, obligations, liabilities or remedies arising under this agreement prior to such termination and this Clause 22 shall continue to apply to such rights, liabilities and remedies. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after the termination of this agreement shall remain in full force and effect.
For the avoidance of doubt, the right to terminate this agreement in accordance with this Clause 22 is not exclusive of any rights, powers and remedies provided by law.
Confidentiality
Each Party shall treat as confidential all information obtained as a result of entering into or performing this agreement which relates to:
the specific provisions of this agreement;
the specific negotiations relating to this agreement; and
the other Party’s details.
For the avoidance of doubt, the relationship between the Parties (including the fact that the Counterparty has signed up for the Organisation Subscription membership) is not confidential.
Notwithstanding the other provisions of this Clause 23, either Party may disclose such confidential information:
to the extent required by law or for the purpose of any legal proceedings relating to this agreement;
to the extent required by existing contractual obligations;
to its professional advisers, auditors and bankers provided they have a duty to keep such information confidential;
to the extent the information has come into the public domain through no fault of that Party; or
to the extent the other Party has given prior written consent to the disclosure, such consent not to be unreasonably withheld or delayed.
Any information to be disclosed pursuant to sub-clauses (A), (B), (C) or (D) shall be disclosed only after, to the extent permitted by law, notice to the other Party.
The restrictions contained in this Clause 23 shall continue to apply after the termination of this agreement without limit in time.
Publicity
Suicide&Co may make announcements (including the publication of posts on social media platforms) for promotional purposes from time to time and Suicide&Co has the right to make announcements pertaining to the Counterparty’s Organisation Subscription Membership (including disclosure of the fact that the Counterparty has signed up for the Organisation Subscription Membership).
No announcement concerning this agreement, the relationship between the Parties, the Services or any ancillary matter shall be made by the Counterparty without the prior approval of Suicide&Co. This Clause 24.2 does not apply in the circumstances described in Clauses 24.3 and 24.4.
Either Party may make announcements concerning this agreement, the Services or any ancillary matter if required by Applicable Laws. The Counterparty shall first take all necessary steps to agree the contents of such announcements with Suicide&Co before making such announcements.
Either Party may make announcements within its organisation pertaining to the agreement, the relationship between the Parties, the Services or any ancillary matter provided that such announcements are for internal purposes only.
The restrictions contained in this Clause 24 shall continue to apply after the termination of this agreement without limit in time.
Severance
If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, this shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this agreement and such clause shall be deemed deleted.
If any provision of the agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
Waiver
No delay or omission by a Party in exercising any right, power or remedy provided by law or under this agreement shall affect that right, power or remedy; operate as a waiver of it; or operate as an affirmation of this agreement.
The single or partial exercise of any right, power or remedy provided by law or under this agreement shall not unless otherwise expressly stated preclude any other or further exercise of it or the exercise of any other right, power or remedy.
The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.
Force Majeure
Suicide&Co shall not have any liability under, and shall not be deemed to be in breach of, this agreement for any delays in performance or any non-performance of any obligations under this agreement (and the time for performance will be extended accordingly) or any loss or damage occasioned thereby if and to the extent that the delay or non-performance is owing to a Force Majeure Event.
Suicide&Co shall notify the Counterparty in writing of the nature and extent of the circumstances giving rise to a Force Majeure Event when such Force Majeure Event causes any such delay or non-performance or obligations, and shall also notify the Counterparty in writing when such Force Majeure Event ceases to do so.
If the Force Majeure Event in question continues for a continuous period in excess of 60 days after the date on which the Force Majeure Event begins, either Party may terminate the agreement by written notice to the other Party.
The notice to terminate must specify the termination date, which must be not less than 30 days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the agreement will terminate on the termination date set out in the notice.
Neither Party shall have any liability to the other in respect of termination of this agreement due to a Force Majeure Event, but rights and liabilities which have accrued prior to termination shall subsist.
Personal Data
Subject to Clause 28.2, any Personal Data transferred between the Parties shall be undertaken by each Party acting as a separate Controller and each Party shall:
in relation to any Personal Data which it receives from the other or which is made accessible by the other, process such Personal Data in compliance with relevant provisions of Data Protection Law to which it is subject;
notify the other Party promptly on (i) becoming aware of a Personal Data Breach; or (ii) receipt of any communication from a Regulator which relates to a Party’s compliance with Data Protection Law in respect of the Personal Data;
implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk (taking into account the nature, scope, context and purposes of processing the relevant Personal Data), including from unauthorised or unlawful processing of that Personal Data, or accidental loss or destruction of, or damage to, that Personal Data; and
ensure that Personal Data shall only be accessible by its personnel to the extent necessary to properly perform their duties in relation to this agreement and to the extent they are informed of its confidential nature and the security procedures relating to it, and they are contractually bound to maintain its confidentiality.
To the extent that any Party is acting as a Processor for the other Party in connection with this agreement, then the Parties shall enter into a separate data processing agreement as required under Data Protection Laws, prior to any such processing.
Compliance with Laws
The Parties shall comply with Applicable Laws and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the agreement.
Contracts (Rights of Third Parties) Act 1999
Suicide&Co’s Affiliates, by virtue of the Contracts (Rights of Third Parties) Act 1999, have the right to enforce Clauses 17 (Limitation of Liability) and 18 (Indemnity) of this agreement.
Subject to Clause 30.1, the Parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a Party to this agreement.
Entire Agreement
Unless specified otherwise in this agreement, this agreement constitutes the whole and only agreement between the Parties relating to the subject matter of this agreement.
Except in the case of fraud, the Counterparty acknowledges that in entering into this agreement it is not relying upon any pre-contractual statement.
Governing Law
This agreement is to be governed by and construed in accordance with English law. Any matter, claim or dispute arising out of or in connection with this agreement, whether contractual or non-contractual, is to be governed by and determined in accordance with English law.
This Clause 32 shall continue to apply after the termination of this agreement without limit in time.
Jurisdiction
With respect to any suit, action or legal proceedings relating to any dispute arising out of or in connection with this agreement, each Party submits to the exclusive jurisdiction of the courts of England and Wales. Clauses 32 (Governing Law) and 33 (Jurisdiction) do not prevent either Party from seeking interim relief in any court of competent jurisdiction.
This Clause 33 shall continue to apply after the termination of this agreement without limit in time.
Counterparts
This agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart.
Each counterpart shall constitute an original of this agreement, but all the counterparts shall together constitute but one and the same instrument.
Schedule 1
Service Level Guiding Principles
Providing a high-quality service.
Responding to all communications received by OSM members within a reasonable period of time.
Dealing with enquiries in a timely manner and in any event, within three Business Days.
Providing services in an efficient manner.
Ensuring that employees, volunteers or External Providers are suitably trained.
Ensuring that appropriate policies and procedures are in place.
Schedule 2
Statement of Work - click on the link to review the Statement of work table
Description of the Services (included in the OSM and covered by the Membership Fee) and Additional Services (outside the scope of the OSM and subject to Additional Fees)
Schedule 3
Fees
£72 per year. Payable in 12 equal monthly instalments of £6 OR Payable in advance as an annual upfront fee
Unless terminated in accordance with this agreement, Membership Fees will continue to renew on a rolling basis.
Other Fees
As agreed in writing between the Parties.
Fees for any Additional Services (plus any applicable VAT and expenses) will be paid within 28 days of receipt of an invoice, or as otherwise agreed in writing between the Parties.
Schedule 4
Codes of Conduct
The National Counselling Society - Code of Ethical Practice
19 Grafton Road, Worthing, West Sussex, BN11 1QT
www.nationalcounsellingsociety.org
Fundraising Regulator - Code of Fundraising Practice
Eagle House, 167 City Road, London, EC1V 1AW