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Sotsiaalministeerium · 14. november 2024
Viit
1.8-2/2523-1
Registreeritud
14. november 2024
Dokumendi liik
Muu leping
Funktsioon
1.8 Finantsplaneerimine ja raamatupidamisarvestus
Sari
1.8-2 Lepingud (töövõtt ja käsundus juriidiliste isikutega, koostöölepe kulude hüvitamiseks, haldus, liising, üür-rent, kindlustus, müük, litsentsid, ost, varaline vastutus, varakasutus, andmevahetus) koos aktidega
Toimik
1.8-2/2024
Vastutaja
Anne Randväli (Sotsiaalministeerium, Kantsleri vastutusvaldkond, Terviseala asekantsleri vastutusvaldkond, Vaimse tervise osakond)

Failid

  • 📎1.8-22523-1 14.11.2024 Muu leping.asice592 KB

Sisu (failidest)

LivingWorks Education Inc. Suite #500 151 Canada Olympic Road SW Calgary, Alberta Canada T3B 6B7 (TIN: 980131702) October 31, 2024 Ministry of Social Affairs Estonia Suur-Ameerika 1 10122 Tallinn, Estonia This confirms agreement to purchase from us, LivingWorks, the following products, programs, and/or services described below and more particularly in Schedule “A” hereto for the total price specified below, on the terms and conditions set out in this Letter Agreement and the Schedules here to. Pricing (exclusive of applicable tax) Program Description Scheduled Venue Workshop Price Dates of Workshop LivingWorks Up to 30 At a time and At a suitable $10,662.00 USD ASIST 2-day learners date to be venue to be Workshop mutually provided by you. determined at least Total Price for All Products, Programs, and $10,662.00 USD * Services: *The price is exclusive of: a. applicable taxes and any import duties; b. the cost of your obligations set out in Schedule “A” hereto; and c. any variable costs set out in Schedule “B” hereto. *The price includes: a. our administration costs; b. the trainer fees to prepare for and deliver the workshop; c. learner materials; and d. the shipping costs thereof. *Any date/venue changes must be confirmed by email (cancellation/postponement fees may apply if insufficient notice is provided; additional shipping/trainer costs may apply for venue area changes). If a date/venue is not set out above, the foregoing shall apply to the hereinafter determined date/venue. *A minimum number of learners is required for the workshop to proceed (full price may be payable if workshop is cancelled due to lack of attendance). Sales Taxes/Import duties If applicable, all payments by you shall, in addition, include an amount equal to any and all goods and services taxes, harmonized taxes, sales taxes, value added taxes, or other taxes, assessments or amounts of a like nature imposed on any payments made pursuant to this Agreement. If you wish to be granted tax-exempt status, you must provide us with valid tax exemption certificates and other documentation required by us. It is your responsibility to ensure your proof of exempt status remains current. You shall pay all customs duties and other import charges payable on, or in respect of the importation of the program and its components. LivingWorks Education 2 Fixed Price With the exception of any variable costs set out in Schedule “B” hereto, you understand and expressly agree this is a firm fixed price Agreement. We are under no obligation to provide you with any kind of financial reporting, supporting documentation, or justification of expenditures made in the supply of the products, programs, and/or services as a condition of payment of the Agreement price specified above. Other than the variable costs set out in Schedule “B” hereto, we will not request additional funds if our cost to provide the products, programs and/or services exceeds the Agreement price, and no portion of the Agreement price will be returned to you upon our completed delivery of the products, programs and/or services (even if our cost to provide the product, programs, and/or services is less than expected). Term This Agreement shall start on the date of this Agreement specified above and shall be in effect for 6 months, unless terminated earlier in accordance with this Agreement or upon full performance and delivery of the products, programs and/or services by us or unless extended by postponement in accordance with this Agreement. Payment Upon shipping of the materials, we will invoice you for the full price of the workshop unless prior invoicing is requested by you. We require full payment for the workshop within 30 days of its delivery. In the event of cancellation or postponement, you shall pay us the applicable fee upon the invoicing thereof. Each invoice will be due and payable by you in full within 30 days of its receipt unless otherwise specified herein. We accept payment by credit card, electronic fund transfer, or signed purchase order. The price is exclusive of applicable tax. Invoices will be addressed to the attention of the contact person and to your address specified below. For Invoices Organization Name Attention To Email Address Phone Number Address Facsimile Address Tax Identification Number Unexpended/Unencumbered Funds In the event funds have been advanced under this Agreement and not expended or encumbered upon expiry of the term of this Agreement (e.g., due to postponement or cancellation of the workshop), we both agree to use our best efforts to enter into a revised Purchase Agreement, reflecting current pricing. In the event such a revised Purchase Agreement is not entered into 6 months following the expiry of the term of this Agreement, we shall be entitled to an administration fee equal to 15% of such remaining funds. We shall return such remaining funds to you less any amounts due and owing (e.g., cancellation/postponement fees) and said administration fee.] LivingWorks Education 3 License to Use LivingWorks’ Intellectual Property You agree to accept a limited License to use LivingWorks’ intellectual property for the purposes of receiving training as described herein. Each learner shall have a limited (one-time, non- reusable) License to receive training granted by the purchase of proprietary LivingWorks’ supplied learner materials. Training shall only be delivered by LivingWorks’ certified trainers who maintain active trainer status. Learner Materials Each learner shall receive a LivingWorks ASIST learner kit. The materials will be shipped to the attention of the contact person and to the address specified in Schedule “C” hereto. We are the sole source of materials used in any of our programs. Any materials required to host any of our workshops must be ordered through us or through approved trainers registered in our database. You shall not physically, electronically, or otherwise copy or reproduce, in whole or in part, any of the materials. All unused learner materials are proprietary property belonging to us and shall promptly be returned to us in their original condition upon completion of the workshop. No refunds will be issued for unused materials. Workplace Health and Safety Prior to the commencement of and throughout any in-person workshop, we shall work together in proactively recognizing and resolving any workplace health and safety issues. We shall consult with one another with a view to adopting and expeditiously carrying out reasonable procedures and techniques designed or intended to prevent or reduce the risk of occupational injuries. Subcontractors We may subcontract the performance of any of our obligations under this Agreement without your further consent, and to the extent required to assist us in performing our obligations, including preparing for and delivering the program, disclose information, including personal information of workshop learners, to such third-party subcontractors. Insurance You shall during the workshop keep in full force and effect at your expense, a policy of third-party liability insurance covering bodily injury or death suffered by third parties, including learners and all other persons attending the workshop, and loss of or damage to the venue occurring in connection with the supply and installation of the venue to an extent of not less than one million dollars in which both of us shall be covered by both being named as insured parties. Upon request, you shall furnish certificates of insurance to us. Postponement or Cancellation of Workshop You may, by giving us written notice, cancel the workshop, or postpone the workshop for up to 6 months from the date of this Agreement, subject to the fee set out below. In the event the workshop is postponed for more than 6 months, we may increase the price of the workshop to reflect current pricing. If the workshop is postponed or cancelled by you, you must pay us a cancellation/postponement fee in the following amounts: a. more than 28 business days of the scheduled date, no fee; b. within 28 business days of the scheduled date, a fee of 20% of the total workshop price; c. within 14 business days of the scheduled date, a fee of 50% of the total workshop price; and d. within 7 business days of or on the scheduled date, the full workshop price. Written notice of postponement and cancellation is required LivingWorks Education 4 In the event that the minimum attendance requirements are not met on the scheduled date, the workshop will be considered cancelled without written notice and the full price of the workshop must be paid. Force Majeure or Pandemic Postponement In the event we are required to postpone or cancel the workshop due to circumstances beyond our reasonable control such as a significant weather event (e.g., hurricane, tornado, fire, drought, tidal waves, or floods), act of God, or regulations or restrictions issued by any governmental body due to a pandemic or otherwise, such postponements or cancellations shall be without cost or penalty to us and in addition, you shall reimburse us for any costs we, or our third-party subcontractors, have incurred or are obligated to incur in preparation for or delivery of the workshop, such as the compensation paid or payable to our trainer(s) (their full fee for days spent delivering the program and ½ their fee for travel days and days spent at the training location until the earliest opportunity for return travel) and reimbursement of travel and accommodation expenses, including return travel. Proprietary Rights We reserve all rights to the products, programs, any copyrights, trade secrets, patents, trademarks, or other intellectual property embodied therein or used in connection therewith, including any adaptations thereto, except for the rights expressly granted herein. You are only authorized to use any of our products and programs in the quantities and at the use levels described in this Agreement and in accordance with the limited License described herein. You are not authorized to alter or modify such products or programs in any way or integrate, copy, record, reproduce or otherwise create tangible embodiments of the products or programs, or any part thereof, in any form (including hard copy and electronic forms) or medium whatsoever, manufacture, sell, offer to sell, import, export, publicly and privately display/perform, distribute, and/or dispose of our intellectual property through sublicense or otherwise, for any purpose whatsoever without our express prior written permission. We are the sole source of supply for all and any of our suicide awareness, intervention, and prevention products and programs and should you wish to make further use of our products or programs, beyond the terms contained herein, you must do so exclusively through us. All curriculum that requires trainer-led instruction must be delivered by a LivingWorks certified trainer with active status using proprietary material supplied by LivingWorks. No Warranty The products and programs are provided to you on an “as is” basis without any implied warranties of merchantability or fitness for a particular purpose. We have developed our products and programs to the best of our abilities and in accordance with the state of art. However, we do not give any guarantee or warranty with respect to the products, programs or their functioning and the contents thereof, and/or the results warranty obtained or to be obtained with the products, programs, or the correctness or quality thereof. Disclosure and Collection of Information Personal information of your employees, other individuals selected by you to participate in the program(s), or of any other person shall be referred to as “Personal Information”. For any Personal Information that is not obtained directly from such persons by us, and which was disclosed to us by you, you must obtain the requisite consent from such persons to its disclosure to and use by us. Any information disclosed by such person to us, either directly or indirectly, pursuant to their use of the program or LivingWorks Learn, including information required to stage an intervention, or otherwise shall be treated as confidential information, and governed under the LivingWorks Education 5 privacy agreement between the person and us, and under no circumstances will such information be released to you We collect learner contact information for audit purposes. Parental Consent You represent and warrant that: a. if required, written consent from parents/guardians of any minors seeking to take the programs shall be obtained and maintained on file, and provided to us upon request; and b. you have the authority to consent to the collection by us of Personal Information from minors under 16 years of age, and in particular, have provided appropriate disclosures to such minors and their parents/guardians as required under applicable privacy laws, including providing them with a copy of our Privacy Policy, and have obtained and maintained on file, and shall provide to us upon request, written consent from the parents/guardians of such minors as required under applicable privacy laws. Data Processing We may appoint service providers or other such third-party persons to process personal information on our behalf. Any personal information transferred outside of its jurisdiction of origin will comply with applicable data protection laws and regulations. Address for Materials and Notices All materials (if any) and notices will be addressed to the attention of the contact person and to the address of the other party specified in Schedule “C” hereto. All notices under this Agreement must be in writing. General This Agreement and all transactions contemplated by this Agreement are to be governed by the laws of the Province of Alberta, Canada, without regard to its conflict of law provisions and the parties hereto attorn to the exclusive jurisdiction of the courts of Alberta, Canada. No failure or delay by us in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof, or the exercise of any right, power, or privilege hereunder. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted, and the other provisions shall remain in full force and effect. If this Agreement is acceptable to you, please sign below in the space designated for your signature and return it to the attention of: [email protected] If we have not received a signed copy of this Agreement from you within 30 days after the date of this letter, the offer contained in this Agreement will expire without further action required by either party. Once signed, this Agreement shall constitute the entire agreement between us and supersedes all prior understandings and agreements relating to the subject matter hereof. This Agreement may be modified or waived only by separate written agreement executed by each of us expressly so modifying or waiving this Agreement. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK LivingWorks Education 6 Next Steps Your next steps are set out in Schedule “D” hereto. We welcome the opportunity to collaborate with you. Should you have any questions, please feel free to reach out to us at: 1 888 733-5484, or Mike direct at 587 482-2029 Execution of Agreement This Agreement may be executed in any number of counterparts, each of which shall be construed as an original, and all of which shall constitute one and the same instrument. Electronic, photocopy, and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals. Sincerely, LivingWorks Education Inc. By its duly authorized representative __________ Mike Kinzel ACCEPTANCE OF AGREEMENT Agreed to and accepted this _____ day of ______, 20___. Ministry of Social Affairs Estonia By its duly authorized representative __________ (Signature) Print Name: __________________ Office Held: __________________ LivingWorks Education 7 SCHEDULE A PRODUCT(S), PROGRAM(S), AND/OR SERVICE(S) TERMS AND CONDITIONS LivingWorks ASIST Program Description LivingWorks Applied Suicide Intervention Skills Training Workshop (“LivingWorks ASIST”) is a 2- day in-person interactive workshop conducted by two LivingWorks designated trainers, developed to increase awareness and enable an individual to recognize a person having thoughts of suicide, engage that person, and intervene with someone expressing thoughts of suicide in a direct manner. Learners develop skills through trainer presentations, guided inquiries, facilitated discussion, separating into small work groups, and performing the skills in practice scenarios. The workshop is designed to increase collaboration and integrate suicide intervention skills into your community culture. The workshop covers barriers to undertaking interventions and explores community resources available to support a person having thoughts of suicide. The workshop is 8 hours each of the two days, 16 hours total. Age Restrictions Learners must be 16+ years old. Youth-only groups are restricted to a maximum of 24 learners and should include adult learners for optimal benefit. Minimum/Maximum Attendance Requirements To ensure effective learning, the workshop shall be attended by a minimum of 8 and a maximum of 30 learners. No partial refunds will be issued for a reduced number of learners. Notify us promptly in the event you are unable to secure 8 learners and the workshop will be postponed to a mutually determined date. Cancellation/postponement fees apply if insufficient notice is provided. In the event 8 learners are not in attendance on the scheduled date, the workshop will be cancelled, and you shall be responsible for paying the full price thereof. Learners must complete both full training days to receive a certificate of completion. Your Obligations You must: a. establish a mutually acceptable workshop date, b. ensure your program administrator or other designated individual is available for the 4 weeks leading up to the workshop; c. ensure the requirements contained in LivingWorks ASIST Workshop Planning Guide are met, in particular: o provide suitable venues for the workshop (multiple rooms are required); o coordinate with LivingWorks’ designated trainers to ensure the venues are outfitted with necessary equipment (e.g., AV equipment); and o ensure refreshments are readily accessible, where possible; d. ensure an acceptable number of learners are registered with us for the workshop; and e. ensure all registered learners fully attend both days of the workshop and your program administrator or designate is on-site for the duration of the workshop. LivingWorks Education 8 Administration and Registration We shall assign a contact to coordinate with and assist your designated program administrator with the planning of, registration for, and administration of the workshop. LivingWorks Education 9 SCHEDULE B VARIABLE COSTS None LivingWorks Education 10 SCHEDULE C PROJECT ADMINISTRATOR CONTACT INFORMATION ADDRESS FOR NOTICES AND MATERIALS Customer Address and Contact Persons Project Administrator Name Email Address Phone Number For Notices Contact Name Address Email Address Fax Number For Material Customer Name Address Contact Name Email Address Phone Number LivingWorks Address and Contact Person For Notices and Returned Materials Name LivingWorks Education Inc. Address Suite #500, 151 Canada Olympic Road SW Calgary, Alberta Canada, T2B 6B7 Contact Name Mike Kinzel Email Address [email protected] Phone Number 587-482-2029 LivingWorks Education 11 SCHEDULE D NEXT STEPS Your next steps are: 1. Sign Agreement (at least 6 weeks prior to your scheduled workshop date); 2. Provide us with invoicing information, in particular: a. the address for invoicing; b. the name, email address, and phone number of your invoicing contact; and c. your Tax Identification Number (TIN); 3. Provide us with the name, email address, and phone number of your designated program administrator (your program administrator or other designated individual must be available for the 4 weeks leading up to and on-site during the workshop); 4. establish a workshop date; 5. 28 business days prior to the workshop, last day to cancel or postpone without fees; 6. 4 to 6 weeks prior to the workshop, we will contact you to complete and promptly return the LivingWorks ASIST Workshop Organizer Checklist] to us, outlining relevant information such as: a. venue details (location, equipment (e.g., AV) supplied); and b. shipping information for the materials; and 7. At least 3 weeks prior to the workshop, ensure an acceptable number of learners are registered with us for the workshop; and 8. Ensure all registered learners attend the workshop. LivingWorks Education LivingWorks Education Inc. Suite #500 151 Canada Olympic Road SW Calgary, Alberta Canada T3B 6B7 (TIN: 980131702) October 31, 2024 Ministry of Social Affairs Estonia Suur-Ameerika 1 10122 Tallinn, Estonia This confirms agreement to purchase from us, LivingWorks, the following products, programs, and/or services described below and more particularly in Schedule “A” hereto for the total price specified below, on the terms and conditions set out in this Letter Agreement and the Schedules here to. Pricing (exclusive of applicable tax). PROGRAM, PRODUCT, SERVICE DESCRIPTION AND PRICE Program Description Scheduled Date of Venue Workshop Price Workshop LivingWorks Up to 30 At a time and date At a suitable $3,738.00 USD safeTALK half-day participants to be mutually venue to be Workshop determined provided by you Community Support Resource Included Total Price for All Products, Programs and $ 3738.00 USD * Services: *The price is exclusive of: a. applicable taxes and any import duties; b. the cost of your obligations set out in Schedule “A” hereto; and c. any variable costs set out in Schedule “B” hereto. *The price includes: a. our administration costs; b. the trainer fees to prepare for and deliver the workshop; c. learner materials; and d. the shipping costs thereof. *Any date/venue changes must be confirmed by email (cancellation/postponement fees may apply if insufficient notice is provided; additional shipping/trainer costs may apply for venue area changes). If a date/venue is not set out above, the foregoing shall apply to the hereinafter determined date/venue. *A minimum number of learners is required for the workshop to proceed (full price may be payable if workshop is cancelled due to lack of attendance). LivingWorks Education 2 Sales Taxes/Import duties. If applicable, all payments by you shall, in addition, include an amount equal to any and all goods and services taxes, harmonized taxes, sales taxes, value added taxes, or other taxes, assessments or amounts of a like nature imposed on any payments made pursuant to this Agreement. If you wish to be granted tax-exempt status, you must provide us with valid tax exemption certificates and other documentation required by us. It is your responsibility to ensure your proof of exempt status remains current. You shall pay all customs duties and other import charges payable on, or in respect of the importation of the program and its components. Fixed Price. With the exception of any variable costs set out in Schedule “B” hereto, you understand and expressly agree this is a firm fixed price Agreement. We are under no obligation to provide you with any kind of financial reporting, supporting documentation, or justification of expenditures made in the supply of the products, program(s) and/or services as a condition of payment of the Agreement price specified above. Other than the variable costs set out in Schedule “B” hereto, we will not request additional funds if our cost to provide the program(s) and/or services exceeds the Agreement price, and no portion of the Agreement price will be returned to you upon our completed delivery of the program(s) (even if our cost to provide the product, program(s) and/or services is less than expected). Term. This Agreement shall start on the date of this Agreement specified above and shall be in effect for 6 months, unless terminated earlier in accordance with this Agreement or upon full performance and delivery of the product, program(s) and/or services by us or unless extended by postponement in accordance with this Agreement. Payment. Upon shipping of the materials, we will invoice you for the full price of the workshop unless prior invoicing is requested by you. We require full payment for the workshop within 30 days of its delivery. In the event of cancellation or postponement, you shall pay us the applicable fee upon the invoicing thereof. Each invoice will be due and payable by you in full within 30 days of its receipt unless otherwise specified herein. We accept payment by credit card, electronic fund transfer, or signed purchase order. The price is exclusive of applicable tax. Invoices will be addressed to the attention of the contact person and to your address specified below. For Invoices Organization Name Attention To Email Address Phone Number Address Facsimile Address Tax Identification Number LivingWorks Education 3 Unexpended/Unencumbered Funds. In the event funds have been advanced under this Agreement and not expended or encumbered upon expiry of the term of this Agreement (e.g., due to postponement or cancellation of the workshop), we both agree to use our best efforts to enter into a revised Purchase Agreement, reflecting current pricing. In the event such a revised Purchase Agreement is not entered into 6 months following the expiry of the term of this Agreement, we shall be entitled to an administration fee equal to 15% of such remaining funds. We shall return such remaining funds to you less any amounts due and owing (e.g., cancellation/postponement fees) and said administration fee. License to Use LivingWorks’ Intellectual Property. You agree to accept a limited License to use LivingWorks’ intellectual property for the purposes of receiving training as described herein. Each participant shall have a limited (one-time, non- reusable) License to receive training granted by the purchase of proprietary LivingWorks’ supplied participant materials. Training shall only be delivered by LivingWorks’ certified trainers who maintain active trainer status. Participant Materials. Each participant shall receive a LivingWorks safeTALK participant kit. The materials will be shipped to the attention of the contact person and to the address specified in Schedule “C” hereto. We are the sole source of materials used in any of our programs. Any materials required to host any of our workshops must be ordered through us or through approved trainers registered in our database. You shall not physically, electronically, or otherwise copy or reproduce, in whole or in part, any of the materials. All unused participant materials are proprietary property belonging to us and shall promptly be returned to us in their original condition upon completion of the workshop. No refunds will be issued for unused materials. ADDITIONAL PROGRAM INFORMATION Workplace Health and Safety. Prior to the commencement of and throughout any in-person workshop, we shall work together in proactively recognizing and resolving any workplace health and safety issues. We shall consult with one another with a view to adopting and expeditiously carrying out reasonable procedures and techniques designed or intended to prevent or reduce the risk of occupational injuries. Subcontractors. We may subcontract the performance of any of our obligations under this Agreement without your further consent, and to the extent required to assist us in performing our obligations, including preparing for and delivering the program, disclose information, including personal information of workshop participants, to such third-party subcontractors. Insurance. In the event you rent premises to host the workshop, you must have adequate insurance in place to cover any property damage caused to such premises. Postponement or Cancellation of Workshop. You may, by giving us written notice, cancel the workshop, or postpone the workshop for up to 6 months from the date of this Agreement, subject to the fee set out below. In the event the workshop is postponed for more than 6 months, we may increase the price of the workshop to reflect current pricing. If the workshop is postponed or cancelled by you, you must pay us a cancellation/postponement fee in the following amounts: LivingWorks Education 4 a. more than 28 business days of the scheduled date, no fee; b. within 28 business days of the scheduled date, a fee of 20% of the total workshop price; c. within 14 business days of the scheduled date, a fee of 50% of the total workshop price; and d. within 7 business days of or on the scheduled date, the full workshop price. Written notice of postponement and cancellation is required. In the event that the minimum attendance requirements are not met on the scheduled date, the workshop will be considered cancelled without written notice and the full price of the workshop must be paid. Force Majeure or Pandemic Postponement. In the event we are required to postpone or cancel the workshop due to circumstances beyond our reasonable control such as a significant weather event (e.g., hurricane, tornado, fire, drought, tidal waves, or floods), act of God, or regulations or restrictions issued by any governmental body due to a pandemic or otherwise, such postponements or cancellations shall be without cost or penalty to us and in addition, you shall reimburse us for any costs we, or our third-party subcontractors, have incurred or are obligated to incur in preparation for or delivery of the workshop, such as the compensation paid or payable to our instructors or coaching team (their full fee for days spent delivering the program and ½ their fee for travel days and days spent at the training location until the earliest opportunity for return travel) and reimbursement of travel and accommodation expenses, including return travel. Proprietary Rights. We reserve all rights to the products, programs, any copyrights, trade secrets, patents, trademarks, or other intellectual property embodied therein or used in connection therewith, including any adaptations thereto, except for the rights expressly granted herein. You are only authorized to use any of our products and programs in the quantities and at the use levels described in this Agreement and in accordance with the limited License described herein. You are not authorized to alter or modify such products or programs in any way or integrate, copy, record, reproduce or otherwise create tangible embodiments of the products or programs, or any part thereof, in any form (including hard copy and electronic forms) or medium whatsoever, manufacture, sell, offer to sell, import, export, publicly and privately display/perform, distribute, and/or dispose of our intellectual property through sublicense or otherwise, for any purpose whatsoever without our express prior written permission. We are the sole source of supply for all and any of our suicide awareness, intervention, and prevention products and programs and should you wish to make further use of our products or programs, beyond the terms contained herein, you must do so exclusively through us. All curriculum that requires trainer-led instruction must be delivered by a LivingWorks certified trainer with active status using proprietary material supplied by LivingWorks. No Warranty. The products and programs are provided to you on an “as is” basis without any implied warranties of merchantability or fitness for a particular purpose. We have developed our products and programs to the best of our abilities and in accordance with the state of art. However, we do not give any guarantee or warranty with respect to the products, programs or their functioning and the contents thereof and/or the results warranty obtained or to be obtained with the products, programs, or the correctness or quality thereof. Disclosure and Collection of Information. LivingWorks Education 5 Personal information of your employees, other individuals selected by you to participate in the program(s), or of any other person shall be referred to as “Personal Information”. For any Personal Information that is not obtained directly from such persons by us and which was disclosed to us by you, you must obtain the requisite consent from such persons to its disclosure to and use by us. Any information disclosed by such person to us, either directly or indirectly, pursuant to their use of the program or LivingWorks Learn, including information required to stage an intervention, or otherwise shall be treated as confidential information, and governed under the privacy agreement between the person and us, and under no circumstances will such information be released to you. We collect participant contact information for audit purposes. Parental Consent. You represent and warrant that: a. if required, written consent from parents/guardians of any minors seeking to take the programs shall be obtained and maintained on file, and provided to us upon request; and b. you have the authority to consent to the collection by us of Personal Information from minors under 16 years of age, and in particular, have provided appropriate disclosures to such minors and their parents/guardians as required under applicable privacy laws, including providing them with a copy of our Privacy Policy, and have obtained and maintained on file, and shall provide to us upon request, written consent from the parents/guardians of such minors as required under applicable privacy laws. Data Processing. We may appoint service providers or other such third-party persons to process personal information on our behalf. Any personal information transferred outside of its jurisdiction of origin will comply with applicable data protection laws and regulations. Address for Materials and Notices. All materials (if any) and notices will be addressed to the attention of the contact person and to the address of the other party specified in Schedule “C” hereto. All notices under this Agreement must be in writing. General. This Agreement and all transactions contemplated by this Agreement are to be governed by the laws of the Province of Alberta, Canada, without regard to its conflict of law provisions and the parties hereto attorn to the exclusive jurisdiction of the courts of Alberta, Canada. No failure or delay by us in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in full force and effect. If this Agreement is acceptable to you, please sign below in the space designated for your signature and return it to the attention of: [email protected] If we have not received a signed copy of this Agreement from you within 30 days after the date of this letter, the offer contained in this Agreement will expire without further action required by either LivingWorks Education 6 party. Once signed, this Agreement shall constitute the entire agreement between us and supersedes all prior understandings and agreements relating to the subject matter hereof. This Agreement may be modified or waived only by separate written agreement executed by each of us expressly so modifying or waiving this Agreement. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK LivingWorks Education 7 Next Steps. Your next steps are set out in Schedule “D” hereto. We welcome the opportunity to collaborate with you. Should you have any questions, please feel free to reach out to us at: 1 888 733-5484, or Mike direct at 587 482-2029 Execution of Agreement This Agreement may be executed in any number of counterparts, each of which shall be construed as an original, and all of which shall constitute one and the same instrument. Electronic, photocopy, and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals. Sincerely, LivingWorks Education Inc. By its duly authorized representative __________ Mike Kinzel ACCEPTANCE OF AGREEMENT Agreed to and accepted this _____ day of ______, 20___. Ministry of Social Affairs Estonia By its duly authorized representative __________ (Signature) Print Name: Office Held: LivingWorks Education 8 SCHEDULE “A” PROGRAM(S) TERMS AND CONDITIONS LivingWorks safeTALK Program Description. LivingWorks safeTALK Workshop is a half-day in-person interactive workshop conducted by a LivingWorks designated trainer, developed to increase awareness and enable an individual to recognize a person having thoughts of suicide, engage that person, and connect them to help and safety. Participants learn through trainer presentations, guided inquiries, and facilitated discussion. The workshop is designed to increase collaboration and integrate suicide intervention skills into your community culture. The workshop covers barriers to undertaking interventions and explores community resources available to support a person having thoughts of suicide. The workshop is approximately 3 to 4 hours. Minimum/Maximum Attendance Requirements. To ensure effective learning, the workshop shall be attended by a minimum of 10 and a maximum of 30 participants. No partial refunds will be issued for a reduced number of participants. Notify us promptly in the event you are unable to secure 10 participants and the workshop will be postponed to a mutually determined date. Cancellation/postponement fees apply if insufficient notice is provided. In the event 10 participants are not in attendance on the scheduled date, the workshop will be cancelled and you shall be responsible for paying the full price thereof. Age Restrictions. Participants must be 15+ years old. Youth-only groups are restricted to a maximum of 24 participants and should include adult participants for optimal benefit. Your Obligations You must: a. establish a mutually acceptable workshop date; b. ensure your program administrator or other designated individual is available for the 4 weeks leading up to the workshop; c. ensure the requirements contained in LivingWorks safeTALK Workshop Planning Guide are met, in particular: o provide a suitable venue for the workshop; and o coordinate with LivingWorks’ designated trainer to ensure the venue is outfitted with necessary equipment (e.g., AV equipment); d. ensure an acceptable number of learners are registered with us for the workshop; and e. ensure all registered learners fully attend the workshop and your program administrator or designate is on-site for the duration of the workshop. Administration and Registration. We shall assign a contact to coordinate with and assist your designated program administrator with the planning of, registration for, and administration of the workshop. LivingWorks Education 9 SCHEDULE “B” VARIABLE COSTS None LivingWorks Education 10 SCHEDULE “C” PROJECT ADMINISTRATOR CONTACT INFORMATION ADDRESS FOR NOTICES AND MATERIALS Customer Address and Contact Persons Project Administrator Name Email Address Phone Number For Notices Contact Name Address Email Address Fax Number For Material Customer Name Address Contact Name Email Address Phone Number LivingWorks Address and Contact Person For Notices and Returned Materials Name LivingWorks Education Inc. Address Suite #500, 151 Canada Olympic Road SW Calgary, Alberta Canada, T2B 6B7 Contact Name Mike Kinzel Email Address [email protected] Phone Number 587-482-2029 LivingWorks Education 11 SCHEDULE “D” Your next steps are: 1. Sign Agreement (at least 6 weeks prior to your scheduled workshop date) 2. Provide us with invoicing information, in particular: a. the address for invoicing; b. the name, email address, and phone number of your invoicing contact; and c. your Tax Identification Number (TIN); 3. Provide us with the name, email address, and phone number of your designated program administrator (your program administrator or other designated individual must be available for the 4 weeks leading up to and on-site during the workshop); 4. establish a workshop date; 5. 28 business days prior to the workshop, last day to cancel or postpone without fees; 6. 4 to 6 weeks prior to the workshop, we will contact you to complete and promptly return the LivingWorks safeTALK Workshop Organizer Checklist to us, outlining relevant information such as: a. venue details (location, equipment (e.g., AV) supplied); b. shipping information for the materials; and c. name and contact details of your properly qualified community support resource person (unless we have previously agreed in writing to provide such person)]; 7. At least 3 weeks prior to the workshop, ensure an acceptable number of participants are registered with us for the workshop; and 8. Ensure all registered participants attend the workshop. LivingWorks Education
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