PARTNERSHIP AGREEMENT
WHEREAS Edukators London Ltd (hereinafter referred to as Edukators London); providers of e-Learning, training and skill courses, to students/users/subscribers/customers (hereinafter referred to as 'Students') through Edukators London’s leading online course platform (One Education) and the Instructor; developer of course content, licensing specific courses described in Exhibit A ("Courses") to Edukators London, on a profit sharing basis for the sale of online courses.
WHEREAS the Instructor and Edukators London (hereinafter referred to individually as 'Party' and collectively as 'Parties') wishes to enter a commercial relationship where both Parties share the profit for the courses sold.
NOW, THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual agreements and conditions herein contained, it is hereby agreed among Parties as follows:
1. Course Delivery, Listings, Selling, Usage & Manage:
1.1 The Instructor will provide Edukators London with the full contents, materials, images, videos and course details, which will be shared in Dropbox, Google drive or any other file hosting service used by Edukators London and described on Exhibit A. Edukators London will publish and list each course on its website (https://www.oneeducation.org.uk/), associated brands and on reputable advertising sites. Subject to the terms and conditions of this agreement, the Instructor hereby grants Edukators London, during the term of this agreement the license to sell, reproduce, distribute, publicly perform, offer and market the courses, for these purposes only. For the purposes of this agreement, "sale" or "selling" with respect to the courses, means “licensed” and “licensing”. Edukators London acknowledges and agrees that all courses are licensed, and not sold, to Students. The Instructor has the right to amend, update and/or remove any course or any course content at any time upon notifying Edukators London Inc. Ltd.
1.2 Edukators London will be solely responsible for the assessment of the Students who purchased and enrolled in courses through Edukators London and will provide all necessary customer care, support, information and certifications. The Instructor hereby agrees that Edukators London may record all or any part of a course (other than the part that is the Instructor’s intellectual property) including voice chat communications for quality control and delivering, marketing, promoting, demonstrating or operating the Services; “Services” means Edukators London’s marketing, delivery, administration, maintenance and provision of the courses to Students and potential Students. Any recording of a course shall be deemed a copy and/or derivative work of that course.
1.3 Edukators London agrees to :-
a. deliver the Services and maintain Edukators London’s website
in a commercially acceptable fashion, at its sole expense, to
create, manage, operate and host its websites and all content
contained therein. Edukators London will also ensure that the
website has commercially acceptable operating policies and
procedures applicable to its website, including without
limitation, commercially reasonable terms of use and privacy
policies that are in accordance with all applicable laws;
b. that its marketing and provision of the courses is done with
good business ethics and in a commercially acceptable
manner, without prejudicing the reputation of Instructor or
Instructor’s products and services, including the courses.
Without limiting any of the foregoing, Edukators London shall not offer or imply, to any Student or another third party, any obligation on the part of Instructor, or make any representation, warranty, or guarantee to a Student or another third party that is inconsistent with, or in addition to those made herein. The license granted herein to the courses specifically excludes Edukators London, who agree not to copy, modify, distribute, reverse, hack, and interfere with the courses, except as expressly permitted.
2. Course Pricing: Edukators London will be free to determine the price (“Course Price”) or offer discounts and promotions of all courses provided by the instructor.
3. Revenue, Costs, Profit & Profit Share: Subject to Section 2, the sold price of a course excluding VAT is “Revenue”. The amount after deducting the Costs from Revenue will be the “Profit”. “Costs” means Edukators London’s actual incurred costs, with respect to the services for that course, but in no event will costs exceed 35% of Revenue. When a course is promoted and sold from Edukators London’s website (https://www.oneeducation.org.uk/), the costs will be considered as 35% of the Revenue. However, when a course is sold directly from Edukators London’s website, 50% of the revenue will be shared with you. When a course is sold by any third party, the net revenue paid to Edukators London by the third party will be the profit which will be equally shared (50% each) between Parties.
4. Payment: Edukators London will pay the Instructor's profit share for all course(s) sold in each month, at the end of the month following the month in which the sales took place. Payment shall be made in Pounds (£).
5. Refunds: The Instructor hereby acknowledges and agrees that students have the right to receive a refund, as set forth in Edukators London’s refund policy, located at [https://www.oneeducation.org.uk/become-our-partner/]. Neither the Instructor nor Edukators London shall receive any payments, fees or commissions for any transactions for which a refund has been granted by Edukators London. If a Student requests a refund for a course, and Edukators London has sent an Instructor payment for that course, Edukators London reserves the right, upon written notice to the Instructor, to either (1) deduct the refund amount (previously paid to the Instructor) from the next payment to be sent to that Instructor, or (2) require that the Instructor reimburses to Edukators London the amount previously paid to the Instructor, with respect to the refund.
6. Taxes: Edukators London shall be responsible for all applicable sales, VAT and other taxes levied or based on the services, courses, and/or sales or delivery of the courses to any party, exclusive of taxes based on the Instructor’s net income.
7. Student ownership: All Students enrolled in courses will be Students of Edukators London, and Edukators London will have full responsibility for each Student. Edukators London will be exclusively responsible for the assessment of the Students and will provide all necessary customer care, support, information and certifications for the Students. Instructors DO NOT have any direct contractual relationship with Students and any information regarding the students will be forwarded to the Instructor by Edukators London.
8. Instructor's specific obligations:
8.1 The Instructor agrees that it owns or has the necessary
licenses/rights/consents/permissions/authority to authorise
Edukators London to sell, reproduce, distribute, publicly perform
(including by means of digital audio transmission), publicly
display, communicate to the public, promote, market and sell,
otherwise use and exploit the courses or any course content.
8.2 The Instructor or company shall use reasonable efforts to ensure that each course is materially accurate and complete with respect to its subject matter, as of the date of its delivery to Edukators London.
8.3 The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic and infringing.
8.4 No content in any course shall infringe or misappropriate any intellectual property right of a third party.
8.5 The Instructor will not upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional material, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through our platform or to any Student;
8.6 The Instructor will not use Edukators London’s services for any business other than for providing tutoring, teaching and instructional services.
8.7 The Instructor will not engage in any activity that will require Edukators London to obtain any licenses from, or pay any royalties to, any Third Party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings.
8.8 The Instructor will not copy, modify, distribute, reverse, hack, interfere with Edukators London’s website (including nonInstructor content) and/or the services or operations thereof, except as permitted by the terms and conditions of this agreement.
8.9 The Instructor will not frame the services in a manner to embed a free coupon version of the course or other similar functionality intended to circumvent the services.
8.10 The Instructor or company will use commercially viable efforts not to introduce any virus/worm/spyware or any other computer code, file or program that may be, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the services or operation.
8.11 The Instructor will not interfere with or prevent other Instructors from providing their services for Edukators London.
9. Intellectual Property: Each party retains full ownership of its own intellectual property, whether pre-existing or created during or after the term of this agreement. Without limiting the foregoing, (a) all rights, titles and interest in the courses, and any Instructor images, trademarks or other materials (collectively, “Instructor Materials”) shall inure to the sole and exclusive benefit of Instructor, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Instructor Materials, any copies thereof and any derivative works created therefrom, shall be the sole property of the Instructor. Pursuant to this Agreement, Edukators London has a right to resell and provide courses to Students and to its sister concerns, as described herein. All rights not expressly granted to Edukators London herein are hereby reserved to the Instructor.
10. Representation and Warranties: Each Party represents and
warrants that:-
i. it has all the necessary legal, corporate power and authority to
enter into this agreement, to carry out its obligations
hereunder and to grant the rights herein granted;
ii. it will conduct business in a manner that reflects favourably
on the other Party and its products and services;
iii. it will comply with all applicable national, state and local laws,
policies and regulations in its performance of this agreement.
Notwithstanding anything in this agreement to the contrary,
the Instructor does not warrant that the courses will meet
Edukators London’s or any Student’s specific requirements or
that any Instructor website or electronic communication will
be uninterrupted or error-free.
Except as expressly set forth herein, neither Party should make any
representations or warranties, express or implied, including any implied
warranty of merchantability, fitness for a particular purpose or noninfringement.
11. Confidentiality: Both Parties undertake to hold all confidential
information in the strictest confidence and will not during (or at any
time after the termination of) the agreement directly or indirectly use,
disclose or divulge any confidential information other than in the proper
performance of the services. Parties should also not make unauthorised
use of any confidential information, using their best endeavours to
prevent such disclosure, publication or use. “Confidential Information”
means, with respect to each Party, a Party’s business, financial,
technical and operational information, promotional materials, pricing
information, software, vendor, product information, customer and
prospective customer lists, other customer and prospective customer
information, student and prospective student lists, other student and
prospective student information, information constituting trade secrets
under applicable law, and any other business and technical information
of a Party or its customers, students or vendors, whether in writing or
in any form of electronic media, and without respect to which Party
compiles it.
The term “Confidential Information” shall not include any information
that:
(i) a Party can demonstrate by reasonable documented evidence :-
a. was known to the receiving Party before receipt, directly or
indirectly, from the disclosing Party,
b. is lawfully obtained, directly or indirectly, by the receiving Party
from a third party that was under no obligation of
confidentiality,
c. is or becomes publicly available other than as a result of an act
or failure to act by the receiving Party;
(ii) is the subject of a court order or subpoena.
13. Indemnification: Each Party shall indemnify, defend and inflict no
harm on the other Party, its employees, representatives, agents, directors,
officers and shareholders, from and against damages, liability, loss or
expenses (including all court costs, reasonable expenses and reasonable
legal fees), to the cost incurred because of ThirdParty claims resulting from
breach of representation or warranty contained in this agreement. A Party
will be entitled to indemnification only if :
a. it promptly notifies the other Party in writing of a claim in sufficient
detail to enable the other Party to evaluate the claim (provided that
the failure to provide prompt notice shall only relieve the
indemnifying party from its obligations under this agreement to the
extent that such late notice prejudiced either Party's defence or
resulted in increased damages, liability, loss or expense)
b. it grants the indemnifying party sole control of the defence and
settlement of such claim,
c. it cooperates in all reasonable respects, at the indemnifying party's
cost and expense, with the investigation, trial and defence of the
claim and any appeal arising therefrom.
An indemnified party may nonetheless retain separate counsel of its own
choosing at its own cost. To benefit from indemnification, a Party may not
compromise any claim or enter any settlement without the written consent
of the indemnifying party. Notwithstanding anything herein to the
contrary, Instructor will have no liability where the allegedly infringing
activity:
i. continues after Edukators London has been notified
thereof, or has been informed of modifications that would
have avoided the alleged infringement;
ii. is based upon the use of any course in violation of this
agreement, or in combination with Edukators London or
third Party’s intellectual property or any software,
services or products not provided by Instructor for
Edukators London, if such infringement would not have
occurred. The provisions of this Section 13 are the
indemnifying Party's sole obligation and indemnified
Party's sole remedy with respect to any third Party
claims.
14. Term and Termination:
a. Term: This agreement shall commence UPON the effective date and
shall continue for one (1) year thereafter (“Initial Term”), and shall
thereafter automatically renew for an additional one (1) year period
unless either Party notifies the other of its intent to terminate, as
provided in subsection (b) of this Section, below.
b. Termination: This agreement may be terminated by either Party, at
any time, with or without cause, upon thirty (30) days prior to a
written email notice to the other Party.
c. Continuity of Obligation: Any clause in this agreement, which by its
nature, shall remain applicable after termination of this agreement,
will continue to be valid after termination, including, but not
limited to confidentiality and profit sharing.
d. Effect of Termination: Upon the effective date of termination or
expiration of this agreement for any reason, each Party shall
promptly return to the other any confidential information regarding
the other Party, and Edukators London shall cease marketing and
remove its services from the internet, except as otherwise provided
in the last sentence of this section.
As expressly provided otherwise herein, termination of the
agreement shall be in addition to, and not in lieu of, any equitable
or legal remedies available to either Party. The expiration or earlier
termination of this agreement shall not relieve, release, or
discharge either Party from any obligation, debt, or liability that
may previously have accrued and that remains to be performed
upon the date of termination. Upon termination of this agreement
for any reason, all Students who have enrolled in Courses as of the
date of termination shall be permitted to continue to use Edukators
London’s services and have access to courses until the Student has
completed the course.
15. Miscellaneous:
a. Independent Contractor: Each Party shall be solely responsible for
compensating any employees, agents or representatives employed
to perform duties under this agreement and for all taxes, duties
and all charges of any governmental authority arising from its
activities under this agreement.
b. Amendments to the terms: Both Parties acknowledge and agree that
this Agreement represents the entirety of the agreement between
both the Parties. In the event that both the Parties individually or
cumulatively desire to amend, add, modify or waive they shall do so
in writing and to be signed by both Parties.
c. Limitation of Liability: Under no circumstances will either Party be
liable to the other for any incidental, special, punitive or
consequential damages of any kind (including damages for
interruption of business, procurement of substituted goods, loss of
data, loss of profits etc.) regardless of the form of action whether in
contract, tort (including negligence), strict product liability.
In no circumstance will the aggregate cumulative liability of either
Party for any claims arising out of or related to this agreement exceed
the amounts paid and/or payable to the Instructor pursuant to this
agreement.
d. No Assignment; Severability: Neither Party may assign this
agreement to a third party without the prior written consent of the
other; provided, however, that a Party may assign this agreement
without the other Party's consent by operation of law. If any section
of this Agreement is found to be invalid, illegal, or unenforceable, the
rest of the Agreement will still stand.
e. Cooperation; Section Headings: All Parties agree to cooperate in a
professional manner with each other and to execute and deliver any
necessary documents, in order to consummate the transactions
described herein. The division of this Agreement into Sections and
the insertion of captions and headings are for convenience of
reference only and shall not affect the construction or interpretation
of this agreement.
