MODELS TRUST
SUPPLIER TERMS
These terms and conditions (“Terms”) govern Responsible Trust for Models, trading as Models Trust, incorporated and registered in England and Wales with company number 10714093, whose registered office is at Duke House, Duke Street, Skipton, North Yorkshire, England, BD23 2HQ (“Models Trust”, “us”, “we”, “our”) relationship with you as a provider (“you”, “your”, “yours”) when we engage you to provide wellbeing programmes, activities and services for our clients/participants (“Services”). “Party” or “Parties” refers to both us and you.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU PROVIDE THE SERVICES.
THESE TERMS SHOULD BE READ IN CONJUNCTION WITH OUR PRIVACY POLICY. BY PROVIDING YOUR SERVICES, YOU AGREE TO THESE TERMS.
1. SERVICES AND YOUR OBLIGATIONS
a) You are responsible for providing the Services and shall provide the Services with reasonable care and skill. If you are no longer able to provide the Services, you must let us know as soon as possible and no later than 24 hours before you are to provide the Services to our clients. If you do not attend, you will be responsible for rescheduling.
b) You shall provide us with all necessary co-operation in relation to these Terms and all necessary access to such information which may be required by us from time to time.
c) You shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with these Terms, and produce to us on demand full particulars of that insurance and the receipt for the then-current premium.
d) You shall, without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities and the Services.
e) You shall carry out all your other responsibilities in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the Parties, we may adjust any agreed timetable or delivery schedule as necessary.
f) You shall obtain and maintain all necessary licences, consents, and permissions necessary for us to perform our obligations under these Terms.
g) Where we allow you to use our platform to provide your Services, you shall be responsible for your network connections, telecommunications links and all problems, other loss and/or damage relating to your network connections, telecommunications links or otherwise caused by the internet.
h) You shall make available to participants your relevant terms and conditions, privacy notice and other terms. You agree that we shall have no responsibility or liability in respect of the above. To the extent that your terms and conditions conflict with these Terms, these Terms shall take precedent.
i) You warrant that all information provided by you is accurate, complete and not misleading in any way, and you warrant that the Services comply with all applicable laws, and you agree that we shall have no responsibility or liability in respect of this.
j) We reserve the right to terminate these Terms at any time for any reason.
2. ACCEPTABLE USE
Where we allow you to use our platform to provide your Services, you will not access, store, distribute or transmit any viruses, or any material or engage in any conduct whilst providing the Services that is unlawful, harmful, defamatory, infringing, harassing, discriminatory or offensive or is otherwise illegal or do anything that can or may causes damage or injury to any person or property.
3. SIMILAR SERVICES
These Terms do not prevent us from entering into agreements with third parties, or from independently offering the Services and/or services which are similar to those provided under these Terms.
4. INTELLECTUAL PROPERTY
You may not use our name, trading name and logo for any purposes, unless permitted by us in writing. You hereby grant us a right to use your name, trading name and logo for the purpose of promoting your Services to our clients/participants. Models Trust shall retain ownership of any intellectual property created by you under this Agreement (for example, videos and other creative materials).
5. INDEMNITY
You shall defend and indemnify us against claims (including without limitation claims made by clients/participants), actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your Services, and we shall: (i) give you notice of any such claims; (ii) provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and (iii) give you sole authority to defend or settle the claims.
6. LIMITATION OF LIABILITY
a) Nothing in these Terms excludes liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) liability arising under Clause 5.
b) Except as expressly and specifically provided in these Terms you assume sole responsibility for the provision of your Services and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
c) Subject to 6a) and 6b) above:
i. we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business (including without limitation as a result of any dissatisfaction of clients/participants and/or client/participant related conduct in respect of the Services), depletion of goodwill and/or similar losses or loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
ii. subject to 6c)i, our total aggregate liability in contract (including in respect of the indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to £50.
7. TERMINATION
a) Without affecting any other right or remedy available to us or you, either one of us may terminate these Terms immediately by giving written notice to the other.
b) On termination for any reason:
i. all licences granted under these Terms shall immediately terminate;
ii. any rights, remedies, obligations or liabilities of the other that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected; and
iii. future Bookings that have been confirmed shall be completed and fulfilled by you.
8. GENERAL
a) Variation. We reserve the right to amend these Terms from time to time. Any such amendments will be made available to you and will be effective from the date stated in such amendment.
b) Waiver. No failure or delay by either Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
c) Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted both Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
d) Entire agreement. These Terms constitute the entire agreement between you and us and supersedes and extinguishes all previous Terms, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Both Parties acknowledge that in entering into these Terms we do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Both Parties agree that we shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in these Terms shall limit or exclude any liability for fraud.
e) Assignment. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms.
f) No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between you and us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
g) Third-Party Fees. We shall pay you (if) any fees as agreed between us.
h) Third-party rights. These Terms do not confer any rights on any person or party (you and us, where applicable, both of our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
i) Notices. Any notice required to be given under these Terms shall be in writing and shall be delivered by email or hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address notified by that Party for such purposes. A notice delivered by email or hand shall be deemed to have been received when delivered (or if hand delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
j) Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees to the other that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
10 August 2023.