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TERMS AND CONDITIONS

Agreed terms

1. Definitions and interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Data Protection Laws: all applicable laws and regulations relating to the processing of Personal Information including but not limited to the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and, where applicable, the guidance and codes of practice issued by the Information Commissioner or other relevant supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction (whether mandatory or not).

Intellectual Property: patents, utility models, rights to inventions, copyright and neighbouring and related 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, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights [owned or used by the Principal], 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.

Local Regulations: laws and regulations applicable to the Products in the Territory.

Products: Online Live Video Classes

Site: the website www.learnhownow.com and other affiliate sites

Territory: Global

Year: the period of 12 months from the Commencement Date and each consecutive period of 12 months thereafter during the period of this agreement.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.4 References to clauses are to the clauses of this agreement.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to any party shall include that party's personal representatives, successors and permitted assigns.

1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

1.11 A reference to writing or written includes faxes but not e-mail.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 Any words following the terms including, include, in particular 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.

2. GRANT OR RIGHTS

2.1 The Company grants HowNow the non-exclusive right to market, promote and sell the Products on the Site in the Territory on the terms of this Agreement.

2.2 HowNow undertakes and agrees at all times during the term of this Agreement:

(a) to use reasonable endeavours to promote the Products in the Territory and to negotiate, conclude and enter into contracts for the sale of the Products.

(b) to inform the Company of any order or enquiry concerning orders for the Products received.

(c) to inform the Company of any complaint or after-sales enquiry concerning the Products.

(d) to charge customers (in a form suitable for value added tax or other sales tax purposes) in respect of the sale of Products under this agreement and to receive payment for the same.

3. Sale of products

3.1 For the avoidance of doubt, HowNow does not represent that it will sell all the Products made available to it.

3.2 The Company shall give HowNow [14] days' notice of any changes to the Retail Price or any non-material change to the specification of the Products.

3.3 The Company shall give HowNow [1] month's written notice of its intention to extend the range of Products or discontinue any of the Products.

4. Company's undertakings

The Company agrees, warrants and undertakes during the term of this agreement:

4.1 to act at all times in its relations with HowNow dutifully and in good faith.

4.2 to indemnify HowNow against any liabilities which HowNow may incur as a result of acting with reasonable care and skill within the scope of its authority under this agreement.

4.3 to supply to HowNow at the Company's own expense such sales literature, marketing material and other documentation or information as HowNow may from time to time reasonably require for the purposes of promoting and selling the Products.

4.4 to honour and perform any contracts for the sale of the Products made by HowNow under this agreement.

4.5 to promptly and efficiently to deal with any complaint, dispute or after-sales enquiry relating to the Products raised by a customer.

4.6 where appropriate, to inform HowNow within a reasonable time if any contract for the sale of the Products concluded by HowNow will not be performed by it and of the reason for such non-performance.

5. Commission and payments

5.1 HowNow shall pay the Company a sum equal to the price listed minus 15% for classes HowNow enters into a sale contract with a customer during the Term of this Agreement (Fees).

5.2 If at any time Products sold by HowNow are not, because of the Company's fault, provided to the customer, the Company will not have any right to the Fees in relation to these Products.

5.3 HowNow shall pay the Company the Fees due under this Agreement by no later than the end of the following week following the receipt of the statement from the Company pursuant to Clause 5.5(b).

5.4 All sums payable under this agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment.

5.5 For the purposes of establishing the amount of Fees due to the Company:

(a) HowNow shall, by the end of each week, make available to the Company a statement:

(i) showing the total number of Products sold by HowNow during that week ; and

(ii) the Fees owing to the Company for that week.

(b) The Company shall, within 14 days of receipt of such statement, send to HowNow a statement confirming the Fees and the number of Products sold by HowNow during that month.

5.6 If HowNow fails to make any payment due to the Company under this agreement by the due date for payment, then HowNow shall pay interest on the overdue amount at the rate of 2% per annum above Barclays' base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

6. Advertising and promotion

6.1 HowNow shall:

(a) be responsible for the advertising and promotion of the Products on the Site;

(b) display the Company's trade marks, logos or any other signs provided by HowNow when promoting the Products on the Site; and

(c) not make any written statement as to the quality of the Products without the prior written approval of the Company.

7. Compliance with laws and regulations

7.1 The Company warrants to HowNow that:

(a) the Products to be delivered to customers will comply with the Local Regulations; and

(b) the Products may be lawfully sold in the Territory.

7.2 The Company shall be responsible for obtaining any licences, registrations, permits or approvals necessary or advisable for the importation, promotion and sale of the Products in the Territory.

7.3 Data Controller", "Data Processor", "Personal Data" and "Process" shall have the meanings given to them in the Data Protection Act 1998.

7.4 In respect of Personal Data collected, Processed or accessed by HowNow, the parties acknowledges that:

(a) HowNow receives the Personal Data directly from customers and remains a Data Controller in relation to that data;

(b) HowNow transfers the customer's Personal Data to the Company for the purpose of fulfilling the customer's order of the Product only.

7.5 The Company will, at all times:

(a) carry out all Processing of Personal Data pursuant to this Agreement strictly in line with this Agreement and HowNow's written instructions from time to time;

(b) have in place appropriate technical and organisational security measures so that the Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage; and

(c) ensure that access to the Personal Data is only given to those personnel who are reliable and need to have access to assist the Company in performing its obligations under this Agreement and that they are fully trained in and comply with the Data Protection Laws.

7.6 The Company will immediately notify HowNow of any:

(a) request for disclosure of the Personal Data by a law enforcement authority or any notice or communication from any supervisory or government body which relates directly or indirectly to the Processing of Personal Data;

(b) any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to either Party's compliance with any Data Protection Laws;

(c) any Subject Access Request under Section 7 of the Data Protection Act 1998 relating to the Personal Data; and

(d) will provide HowNow with full co-operation and assistance in relation to any such request, complaint, notice or communication and will not respond to a Data Subject (as defined in the Data Protection Act 1998), third party or their advisors unless instructed by the other Party to do so or as provided in this Agreement.

7.7 Where a security breach occurs (meaning if there is any unauthorised or unlawful processing, or any unauthorised or accidental loss of, damage to, alteration of, destruction of, or disclosure of any Personal Data) the Company will:

(a) provide HowNow with all reasonable information, data and documentation relating to the breach;

(b) give full co-operation and assistance in dealing with the breach; and

(c) implement and comply with any reasonable steps and actions dunnhumby request to minimise or stop the breach and/or to prevent a similar breach reoccurring

8. Intellectual property

8.1 HowNow acknowledges the Company's rights to the Intellectual Property used on or in the Products (Company IP).

8.2 The Company acknowledges HowNow's rights to the Intellectual Property used in or on the Site, including any marketing materials created by HowNow to promote the Products on the Site (HowNow IP).

8.3 The Company hereby grants, or shall procure the grant of, a fully paid-up, non-transferable, non-exclusive licence to HowNow to use the Company IP for the purposes of promoting, marketing and selling the Products on the Site.

8.4 Except for any rights granted under this Agreement neither Party shall process or otherwise make use of the other Party's Intellectual Property for any purpose other than that which is directly outlined in this Agreement

9. liability

9.1 The Company shall indemnify HowNow against any liability incurred by HowNow in respect of all losses, claims, demands, actions, proceedings, damages, penalties and other payments, costs, expenses or liabilities of any kind arising from:

(a) any fault or defect in the Products;

(b) any negligence, act, omission, default or misconduct of the Company;

(c) any breach of the Company's warranties, representations, undertakings or obligations in this Agreement; and

(d) any allegation, claim or judgement that the Products infringe any Intellectual Property of any third party.

(each a Relevant Claim)

This obligation will not apply to the extent that the liability arises as a result of the action or omission of HowNow.

9.2 The Parties total liability arising under this Agreement shall not in respect of any single claim exceed the Fees paid in an annual period.

9.3 Nothing in this Agreement shall exclude or limit in any way either party's liability for death or personal injury, fraudulent misrepresentation, any indemnity given under this Agreement or the Company's liability for breach of its obligations under s2 Supply of Goods and Services Act 1982

10. Duration and termination

10.1 This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with law or Clause 10.2 or Clause 10.3, it shall continue for an initial term of 12 months and thereafter, until one party gives the other party written notice to terminate in accordance with Clause 10.2 to expire on or after the expiry date of the initial term.

10.2 This Agreement may be terminated by either Party by giving not less than [30] days' written notice to the other Party to terminate this Agreement.

10.3 In addition to the foregoing, either party may terminate the Agreement immediately:

(a) if there is a breach by the other which the other has not remedied within 14 days of being given notice to do so to the satisfaction of the other;

(b) if the other is repeatedly in breach and having been given notice that any further breach may result in termination, is in breach again;

(c) if the other party becomes insolvent, suffers the appointment of a receiver, commences bankruptcy or winding up proceedings or suffers such proceedings to be commenced or otherwise ceases or threatens to cease to carry on business;

(d) the other reasonably apprehends that any of the above events is likely to occur in relation to the other and notifies the other accordingly.

10.4 In the event that this Agreement expires or is terminated for any reason, all license rights hereunder shall immediately terminate and:

(a) HowNow shall cease selling, marketing and distributing the Products;

(b) Both parties return or destroy all other copies or other embodiments of either Party's confidential information and Intellectual Property; and

(c) HowNow shall pay all amounts owing to the Company under this Agreement.

10.5 Notwithstanding the foregoing, the termination of this Agreement will not result in the termination of the Parties' obligations to customers that are still pending pursuant to any order placed by a customer during the Term of the Agreement. The Company agrees to honour all sales of the Product made by HowNow during the Term of the Agreement.

10.6 On termination of this agreement, the following clauses shall continue in force:

(a) Clause 7;

(b) Clause 9;

(c) Clause 10;

(d) Clause 11;

Confidentiality

Both parties acknowledge that all information relating to or used in each other's business or that of any associated company which is not public knowledge (and which did not become public knowledge through breach of an obligation of confidentiality) is confidential. The parties agree not to disclose confidential information to any person nor to use it for any other purpose than fulfilling its obligations under this agreement. Each party shall be responsible for any unauthorised disclosure made by any of its employees or agents and shall take all reasonable precautions to prevent such disclosures.

11. General

11.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter.

11.2 Nothing in this clause shall limit or exclude any liability for fraud.

11.3 The parties shall not assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this agreement or any part thereof (or purport to do so), without prior written consent from the other party.

11.4 The Company will insure against risks and to a level at which it is commercially prudent to insure against its liabilities under this agreement and all claims resulting from the supply of the Products with a reputable firm of insurers. On request the Company will provide evidence of such insurance, including proof of payment of premium, to HowNow.

11.5 No variation to this agreement shall be binding unless agreed in writing between the authorised representatives of the parties.

11.6 No waiver or forbearance or indulgence by HowNow of any breach of this agreement by the Company shall prejudice HowNow's rights or be considered a waiver of that breach or of any subsequent breach by the Company.

11.7 This agreement is subject to English Law and both parties submit to the exclusive jurisdiction of the English Courts provided that nothing in this agreement shall prevent the enforcement of any court order or other award in any other jurisdiction.

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