Terms and Conditions for Tommy's 'Pregnancy and Parenting at Work'

1 Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

Contract: the contract between Tommy's and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services from Tommy's.

Customer Default: has the meaning set out in clause 4.2.

E-Learning Module(s): the e-learning modules which form part of the Services, as detailed in Schedule 1, where:

a) Online E-Learning Modules are E-Learning Modules hosted by (or on behalf of) Tommy's and which the Customer accesses using their log-in details; and

b) SCORM E-Learning Modules are E-Learning Modules delivered by Tommy's to the Customer via the provision of SCORM files.

LMS: Learning Management System

Materials: the Tommy's 'Pregnancy and Parenting at Work' materials produced by Tommy's as further detailed in Schedule 1.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: a) where the Customer sign ups to the Services via Tommy's online hub (Online Sign-

Up): the online submission of the Customer's choice of Services to Tommy's and/or payment of the initial Charges for the provision of the Services and access to the Materials.

b) where the Customer signs up to the Services after engaging in written and/or verbal correspondence with Tommy's in relation to a quotation, following which the Customer receives a letter from Tommy's setting out the agreed details of the Customer's order

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(Face-To-Face Sign-Up): payment of the initial Charges for the provision of the Services and access to the Materials.

Provider: The Baby Fund Trading Limited, a trading subsidiary of Tommy's, incorporated and registered in England and Wales with company number 02557706 and whose registered office is at Nicholas House, 3 Laurence Pountney Hill, London, EC4R 0BB.

Services: the services supplied by Tommy's to the Customer as further detailed in Schedule 1.

Online HR Toolkit: those elements of the HR Toolkit detailed in Schedule 1 which are hosted by (or on behalf of) Tommy's and which the Customer accesses using their log-in details.

Tommy's: TOMMY'S incorporated and registered in England and Wales with company number 03266897 and registered charity number 1060508 whose registered office is at Nicholas House, 3 Laurence Pountney Hill, London, EC4R 0BB.

Users: the employees of the Customer who use the Materials.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes fax and email.

2 Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase the Services and access to the Materials in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Tommy's provides the Customer with access to the Materials and/or the Services at which point and on which date the Contract shall come into existence (Commencement Date). For organisations wishing to apply to become a Tommy's Pregnancy and Parenting at Work Champion (Champion) one of the qualifying criteria is that they do not breach Tommy's ethical policy set out at https://www.tommys.org/about-us/tommys-policies/ethical-policy. Customers who apply to be a Champion via Online Sign-Up will be asked to confirm their compliance with Tommy's ethical policy at the point of submitting their Order, and at each and every subsequent renewal of an Order. Customers who apply to be a Champion via Face-To-Face Sign-Up will have their application assessed by Tommy's and Tommy's will determine whether or not the Customer is compliant with Tommy's ethical policy. Tommy’s reserves the right to perform spot checks on Champions at its discretion to ensure Champions' compliance with Tommy's ethical policy.

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2.3 Any samples, drawings, descriptive matter or advertising issued by Tommy's are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Provider shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3 Supply of Services and Materials

3.1 Subject to clause 2.2 and clause 5.1, Tommy's shall supply the Services and grant access to the Materials to the Customer in accordance with the Order.

3.2 Tommy's reserves the right to amend or alter the contents of the Services and/or the Materials if necessary to comply with any applicable law or regulatory requirement, if the amendment will not materially affect the nature or quality of the Services, or from time to time as Tommy's deem reasonably necessary. Tommy's shall provide reasonable prior notice to the Customer in any such event.

3.3 The contents of the Services and/or the Materials do not constitute legal advice and are intended for general information/training purposes only. The Customer should obtain its own independent legal advice prior to taking any action (or refraining from doing so) in relation to the Customer's legal and/or compliance position.

3.4 Tommy's warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5 Tommy's warrants to the Customer that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

Additional terms specific to the supply of Online E-Learning Modules and/or Online HR Toolkit:

3.6 Subject to clause 2.2 and clause 5.1, Tommy's hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Customer and its Users to use:

(a) the Online E-Learning Modules; and/or

(b) the Online HR Toolkit,

(as specified in the Order) during the Contract term solely for the Customer's non-commercial internal business purposes only.

3.7 The rights provided under clause 3.6 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.8 Tommy's shall use commercially reasonable endeavours to ensure that any scheduled maintenance shall be carried out outside of normal business hours.

3.9 Tommy's shall use commercially reasonable endeavours to resolve technical issues with the Online E-Learning Modules and Online HR Toolkit which are notified by the Customer to Tommy's. Tommy's shall provide first line support for all technical problems. Second line support is provided by Tommy's third party hosting provider.

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3.10 Tommy's does not warrant that the Customer's use of the Online E-Learning Modules and/or Online HR Toolkit will be uninterrupted or error-free.

3.11 Tommy's does not warrant that the Online E-Learning Modules and Online HR Toolkit will be free from Viruses.

Additional terms specific to the supply of SCORM E-Learning Modules:

3.12 Subject to clause 2.2 and clause 5.1, Tommy's hereby grants to the Customer a non-exclusive licence under the copyright in the E-Learning Modules to permit the Customer to host the E-Learning Modules on the Customer's LMS during the term of the Contract and for the Customer and its Users to use the SCORM E-Learning Modules solely for non-commercial internal business purposes only.

3.13 The rights granted under clause 3.12 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer. However, Tommy's agrees that the Customer shall have the right to sub-license if and to the extent strictly necessary to exercise its rights under clause 3.12 where the Customer's LMS is hosted by a third party.

3.14 Tommy's will use commercially reasonable endeavours to provide maintenance releases and upgrades to the SCORM E-Learning Modules to the Customer at the same time they are released under the Online E-Learning Modules delivery model.

3.15 Tommy's shall not be responsible for the installation of the SCORM E-Learning Modules, or of any upgrades to the same, on the Customer's LMS.

3.16 Tommy's shall not be responsible for the Customer's inability to access the SCORM E-Learning Modules resulting from an incompatibility of the Customer's computing infrastructure and/or LMS with the SCORM E-Learning Modules.

3.17 Tommy's does not warrant that the Customer's use of the SCORM E-Learning Modules will be uninterrupted or error-free.

3.18 Tommy's does not warrant that the SCORM E-Learning Modules will be free from Viruses.

4 Customer's obligations

4.1 The Customer shall:

(a) co-operate with Tommy's in all matters relating to the Services;

(b) not modify or otherwise alter the Materials; and

(c) provide Tommy's with such information and materials as Tommy's may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

4.2 If Tommy's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, Tommy's shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Tommy's performance of any of its obligations;

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(b) Tommy's shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Tommy's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Customer shall reimburse Tommy's on written demand for any costs or losses sustained or incurred by Tommy's arising directly or indirectly from the Customer Default.

Additional obligations specific to the Online E-Learning Modules and Online HR Toolkit:

4.3 The Customer shall:

(a) ensure that it and its Users use the Materials in accordance with these Conditions and shall be responsible for any User's breach of these Conditions;

(b) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Online E-Learning Modules and/or Online HR Toolkit and, in the event of any such unauthorised access or use, promptly notify Tommy's;

(c) notify Tommy's by contacting pregnancyatwork@tommys.org where it requires assistance to resolve any technical problems with the Online E-Learning Modules or Online HR Toolkit, in all cases providing Tommy's with sufficient information to allow Tommy's to understand the severity and urgency of the problem to allow Tommy's to escalate the issue to its third party hosting provider to be resolved, if required; and

(d) ensure that its network and systems comply with the relevant specifications provided by Tommy's from time to time

4.4 The Customer shall not:

(a) access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and Tommy's reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause; or

(b) except as permitted by any applicable law or to the extent expressly permitted under the Contract:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Online E-Learning Modules and/or Online HR Toolkit in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Online E-Learning Modules and/or Online HR Toolkit; or

(c) access all or any part of the Online E-Learning Modules and/or Online HR Toolkit in order to build a product or service which competes with these; or

(d) use the Online E-Learning Modules and/or Online HR Toolkit to provide services to third parties.

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Additional obligations specific to the SCORM E-Learning Modules:

4.5 The Customer shall:

(a) ensure that it and its Users use the SCORM E-Learning Modules in accordance with these Conditions and shall be responsible for any User's breach of these Conditions;

(b) use all reasonable endeavours to prevent any unauthorised access to, or use of, the SCORM E-Learning Modules and, in the event of any such unauthorised access or use, promptly notify Tommy's; and

(c) ensure that its network and systems comply with the relevant specifications provided by Tommy's from time to time.

4.6 The Customer shall not:

(a) (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the SCORM E-Learning Modules in whole or in part except to the extent that any reduction of the SCORM E-Learning Modules to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the SCORM E-Learning Modules with the operation of other software or the LMS or other systems used by the Customer; or

(b) access all or any part of the SCORM E-Learning Modules in order to build a product or service which competes with these; or

(c) use the SCORM E-Learning Modules to provide services to third parties.

5 Charges and payment

5.1 The Customer shall pay the Charges for the Services and Materials in accordance with the Pricing Structure set out in Schedule 2, and the Order.

5.2 In addition to the Charges detailed in clause 5.1, Tommy's shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Tommy's engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Tommy's for the performance of the Services.

5.3 Tommy's reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.

5.4 On behalf of Tommy's, the Provider shall invoice the Customer for the first payment of the Charges in advance of the commencement of the Services and/or provision of access to the Materials and annually thereafter not less than 30 days in advance of the anniversary of the Commencement Date.

5.5 The Customer shall pay each invoice submitted by the Provider on Tommy's behalf:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Provider.

5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Provider, pay to the Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

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5.7 If the Customer fails to make a payment due to the Provider for the Services provided by Tommy's under the Contract by the due date, then, without limiting Tommy's remedies under clause 9, Tommy's may suspend access to the Services and/or the Materials and the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.9 The Customer acknowledges and agrees that the Provider is a trading subsidiary of Tommy's and is authorised to issue invoices and receive payments on Tommy's behalf in relation to the Services being provided under the Contract.

6 Intellectual property rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Materials (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Tommy's or its licensors (as the case may be). All rights not expressly granted to the Customer are reserved by Tommy's.

6.2 Tommy's warrants that the Customer's receipt and use of the Services and access to the Materials (excluding any materials provided by the Customer directly) shall not infringe the rights, including any Intellectual Property Rights, of any third party.

6.3 Without prejudice to the specific licences granted by Tommy's to the Customer for use of the E-Learning Modules and Online HR Toolkit, Tommy's grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to access and use the Materials for non-commercial internal business purposes only.

6.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.3 and agrees not to distribute or otherwise make available the Materials and/or the Services to any third party without Tommy's prior written consent.

6.5 The Customer grants Tommy's a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Tommy's for the term of the Contract for the purpose of providing the Services to the Customer.

7 Data protection

Please see Tommy's privacy policy available at https://www.tommys.org/tommys-data-protection-and-privacy-policy for more details on what personal information Tommy's hold, how Tommy's may use it and what the Customer's rights are in respect of such data.

8 Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1 The limitations on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

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(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.3 Subject to clause 8.2, Tommy's and the Provider's total liability to the Customer shall not exceed the value of the total annual charges (calculated by reference to the Charges in successive 12-month periods from the Commencement Date) paid and payable by the Customer.

8.4 Subject to clause 8.2, Tommy's and the Provider exclude their liability for the following types of loss:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.5 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.6 This clause 8 shall survive termination of the Contract.

9 Term and Termination

9.1 Each Contract shall come into force on the Commencement Date and shall last for 12 months (Initial Term) unless terminated earlier or renewed in accordance with this clause 9.

9.2 Tommy's shall notify the Customer not less than 2 calendar months prior to expiry of the Initial Term and each subsequent Renewal Term (as defined below), and unless the Customer notifies Tommy's that it does not wish to renew for a further 12 month period (Renewal Term) Tommy's shall invoice the Customer in accordance with clause 5.4 in respect of the Renewal Term.

9.3 If the Customer does not pay the invoice for the Renewal Term on or before the expiry of the Initial Term or then current Renewal Term, the Contract shall automatically terminate on expiry of the Initial Term or the then current Renewal Term (as applicable).

9.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.5 Without affecting any other right or remedy available to it, Tommy's may terminate the Contract with immediate effect by giving written notice to the Customer:

(a) if the Customer fails to pay any amount due under the Contract within 15 days of written notice from Tommy's requiring the Customer to do so; or

(b) if during the term of the Contract the Customer commits or it is made public any act or omission which in Tommy's reasonable opinion brings Tommy's into public disrepute, contempt or scandal, or which shocks or offends the community, and in Tommy's opinion results in a material adverse impact to Tommy's or reflects unfavourably on Tommy's; or

(c) if the Customer is a Champion and during the term of the Contract is in breach of, or has breached Tommy's ethical policy set out at https://www.tommys.org/about-us/tommys-policies/ethical-policy. Please note Customers are asked to confirm at the point of registration that they do not breach Tommy’s ethical policy and confirm this at each renewal. Tommy’s will monitor all Champion applications and perform spot checks at its discretion to monitor Champions' compliance with its ethical policy.

9.6 Without affecting any other right or remedy available to it, Tommy's may suspend the supply of Services under the Contract or any other contract between the Customer and Tommy's if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.4(b) to clause 9.4(d), or Tommy's reasonably believes that the Customer is about to become subject to any of them.

10 Consequences of termination

10.1 On termination or expiry of the Contract:

(a) all licences and rights of access and use granted under the Contract shall terminate and the Customer shall cease using all of the Materials, in particular: :

(i) where the Customer has SCORM E-Learning Modules, the Customer shall delete these from its LMS and/or network; and

(ii) where the Customer has access to Online E-Learning Modules and/or Online HR Toolkit, Tommy's will terminate the Customer's access to these. The Customer shall not attempt to access such online materials and shall notify Tommy's immediately if it becomes aware that any such online materials are still accessible to it; and

(b) the Customer shall immediately pay to the Provider all of outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Provider shall submit an invoice, which shall be payable by the Customer immediately on receipt;

10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

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10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10.4 Tommy's reserves the right to charge the Customer for using any Materials beyond termination or expiry of the Contract. Tommy’s does not accept any liability in relation to the Customer's use of Materials following termination or expiry of the Contract that could contain outdated information.

11 General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a) Tommy's may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Tommy's.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

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(c) Nothing in this clause shall limit or exclude any liability for fraud.

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the following address in respect of Tommy's: pregnancyatwork@tommys.org and the email address provided by the Customer on application for the Services.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. Notwithstanding the above, the Provider may enforce the terms of the Contract subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.

11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

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11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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Schedule 1 – The Services and Materials

The Services comprise:

1. Membership of Tommy's 'Pregnancy and Parenting at Work' scheme

This includes the following Materials:

a) Access to an Interactive e-learning programme – two 40-minute online modules (these can be purchased separately)

Pregnancy and Parenting at work – MODULE 1

• Engaging and interactive training programme to support line managers to manage

pregnancy journey and return to work.

• Focuses on positive supportive communication.

• Includes legal, practical and emotional training.

If pregnancy or birth goes wrong – MODULE 2

• Unique module to guide managers who are supporting an employee going through

pregnancy complications or loss during or just after pregnancy.

• Provides guidance for manager on supporting a colleague with compassion and empathy.

• Includes legal, practical and emotional training.

Each of the above an E-Learning Module, and together the E-Learning Modules.

The E-Learning Modules are available to purchase:

(i) through access to Tommy’s LMS hosted by a third party provider (Online

E-Learning Modules); or

(ii) as licensed SCORM files provided to the Customer for hosting on the Customer's LMS (SCORM E-Learning Modules).

The Customer's attention is drawn to the additional terms set out in the Contract which specifically relate to the delivery model (Online or SCORM) for the E-Learning Modules chosen by the Customer.

b) HR Toolkit for HR teams and line managers (HR Toolkit)

• Online risk assessment tool (accessible via Tommy's LMS)

• Online due date calculator, outputting key dates and actions for the line manager (accessible via Tommy's LMS)

• Supportive toolkit of resources with additional guidance on: o Fertility o Adoption and surrogacy o Supporting dads and partners

(either accessible via Tommy's LMS or provided as pdf files)

• Bespoke content for your intranet or wellbeing days, including a series of exclusive

Tommy’s Midwife webinars.

• Phoneline access for managers or employers to Tommy’s midwives for help & support.

Where the Customer receives any element of the HR Toolkit via Tommy's LMS (Online HR

Toolkit), the Customer's attention is drawn to the additional terms set out in the Contract which

specifically relate to the delivery of Online HR Toolkit.

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The Materials will be updated as follows:

i) The pregnancy health information content will be updated every 3 years from the

publication date.

ii) The legal content will be updated annually from the publication date.

2. Opportunity to become a Tommy’s Pregnancy and Parenting Champion through our new

accreditation scheme.

Criteria

1. Your organisation will meet all statutory requirements for maternity and paternity support

in the workplace; and exceed requirements as follows:

2. Enhanced maternity and paternity pay and/or leave

3. Compassionate leave policy is enhanced to include a specific mention of miscarriage (loss

before the end of the 24th week of pregnancy) leave, including a discussion between the

employer and employee about what support they need.1

4. Absence policy provides flexibility for leave owing to fertility treatment. 2 This leave is

considered separately and not considered against the employee, for example for

disciplinary or redundancy purposes.

5. Flexible working and other family friendly policies are actively supported and

communicated within the organisation. 3

6. Training to support parents throughout the pregnancy journey is available and offered to

all line managers

7. Coaching sessions are offered for career planning and supporting a return to work for

employees who have been on maternity, paternity or shared parental leave.

8. Your organisation has active membership of the Tommy’s Pregnancy and Parenting at

Work scheme.

9. Your organisation is not in breach of Tommy’s ethical policies4.

A Pregnancy and Parenting at Work Champion logo will be available for participating Customers who meet the criteria.

3. Visits (If requested by the Customer)

Either:

a. a short visit (of up to 2 hours from a member of Tommy's corporate team; or

b. (for an additional fee to be confirmed with the Customer) a visit from a midwife,

the contents of such visit to be agreed with the Customer in advance.

1 Tommy’s can provide suggested wording for developing this if required. 2 Tommy’s can provide suggested wording for developing this if required. 3 Tommy’s can provide suggested wording for developing this if required. 4 Ethical Policy | Tommy's (tommys.org)

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Schedule 2- Pricing Structure

All prices are subject to VAT.

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