These are the Terms and Conditions of Wealth Dragons in relation to the supply of any Presentation by any Trainer to Wealth Dragons on-line via the Website (referred to as this Agreement). By clicking that he accepts the Terms and Conditions on the Website, the Trainer is bound by the provisions of this Agreement and confirms that the Presentation he supplies is exclusive to Wealth Dragons.
Wealth Dragons wishes to engage the services of the Trainer as and when required to record presentations of training material to be used by Clients of Wealth Dragons as party of Wealth Dragons’ Trainer program served by its website, wealthdragonsonline.com. Clients may subscribe to access such material from the Website; the Trainer is to be engaged in the provision of such material.
“Client” means any clients of Wealth Dragons;
"Confidential Information" means all and any knowledge, data, trade secrets or other information of Wealth Dragons in whatever form disclosed directly or indirectly by Wealth Dragons to Trainer;
“Fee” means the fee, if any, payable by Wealth Dragons to Trainer for a Presentation relating to that Presentation;
“Intellectual Property Rights” means all or any registered or unregistered intellectual property rights or similar rights in any part of the world, including but not limited to, patents, design rights and registered design rights, copyrights, database rights, topography rights, registered and unregistered trademarks or service marks, know how, rights to inventions and ideas, rights to confidence, together with any right to apply for any such intellectual property rights and the benefit of any applications for any such intellectual property rights;
“Personnel” means the persons selected by Trainer to deliver any Presentation;
“Presentation” means the any video or other recording of training material recorded by Trainer for use by Wealth Dragons for sale to Clients under the terms of this Agreement;
“Purpose” means the delivery by Trainer of Presentation;
“Supply” means each supply by any Trainer to the Website of any Presentation.
“Website” means wealthdragonsonline.com owned and operated by Wealth Dragons.
2.1 Wealth Dragons appoints Trainer to prepare Presentations in accordance with each Supply formed in accordance with Clause 3, on and subject to the terms of this Agreement.
2.2 This Agreement will commence on the date of first Supply and will continue, subject to termination in accordance with Clause 11, until such time as either party terminates it on the expiry of not less than one month’s notice in writing given to the other Party. Neither Wealth Dragons nor Trainer shall be obliged to enter into any Supply, but once Trainer has committed to Supply he may not cancel such Supply save for reasons beyond his reasonable control.
2.3 Trainer has selected appropriate Personnel to perform the Presentation on the basis of skills and ability.
3.1 Wealth Dragons shall be entitled to request Trainer to provide the Presentation at any time during the term of this Agreement.
3.2 Trainer shall promptly and, in any event, within 5 days of receipt of request under 3.1, confirm to Wealth Dragons whether or not it wishes to provide the Presentation on the terms proposed. If Wealth Dragons does not receive a response from Trainer within five days, then the request shall be deemed declined.
3.3 ThetermsofthisAgreementshallapplytoeachSupply totheexclusionofanyothertermsthatTrainerseeksatanytimetoincorporate.
4.1 Trainer will record and download the Presentation in accordance with Wealth Dragons’ directions. Where, in Wealth Dragons’ reasonable opinion, the Presentation is defective or has not been satisfactorily performed, Trainer will repeat recording of the Presentation.
4.2 The consideration for the preparation and recording of the Presentation by Trainer will be an entitlement to a share of revenues as stated in clause 8of this Agreement.
4.3 Trainer must ensure that the Presentation does not infringe the Intellectual Property Rights of any third parties.
4.4 Any Presentation supplied by any Trainer will be exclusive to Wealth Dragons.
5.2 The consideration for the preparation and recording of the Presentation by Trainer will be an entitlement to a share of revenues as stated in clause 8of this Agreement.
5.3 Trainer must ensure that the Presentation does not infringe the Intellectual Property Rights of any third parties.
5.4 Any Presentation supplied by any Trainer will be exclusive to Wealth Dragons.
6.1 Trainer must disclose full details of the qualification, identity and experience of the personnel delivering any Presentation. Such details must also be provided as part of the Presentation itself in order that they can be seen by Clients.
6.2Acceptance and use of Presentations is subject to Wealth Dragons sole discretion. Wealth Dragons may decide at any time not to use, or withdraw from use, any Presentation. Wealth Dragons will give written notice to Trainer of non-use or withdrawal of any Presentation.
6.3Trainer is entitled to request that Wealth Dragons cease to use any Presentation subject first to serving three months’ notice of his intention to Wealth Dragons.
6.4All Presentations are provided on the basis that they are exclusive to Wealth Dragons and subject to the provisions of clauses 9 and 10 of this Agreement.
7.1To assure protection of the Confidential Information, Trainer shall:
(i)shall obtain from any of his employees to whom he intends to disclose Confidential Information a written undertaking of confidentiality and non-use in terms at least to equivalent those contained in this Agreement; and
(ii)inform each employee to whom the Confidential Information is intended to be disclosed of the existence and terms of the obligations of confidentiality and non- use contained in this Agreement and following disclosure use all reasonable endeavours to ensure that each such employee observes those obligations;
7.2The expression “Confidential Information” shall not include, or shall cease to include, information that Trainer can demonstrate:
7.3All Confidential Information remains the property of Wealth Dragons and (save as is expressly provided in this Agreement) no licence or other right in respect of Confidential Information is granted or implied.
7.4Trainer hereby expressly acknowledges that the unauthorised disclosure or use of Confidential Information may cause significant damage, harm and injury to Wealth Dragons, for which damages may not be an adequate remedy. Accordingly, Trainer agrees that, in the event of any breach or anticipated breach of Clause 7.1 of this Agreement by Trainer, Wealth Dragons will have the right to seek and obtain immediate injunctive relief against Trainer in addition to any other rights and remedies it may have.
8.1 Upon satisfactory completion of any Presentation, Wealth Dragons will incorporate the Presentation in its library of materials to supply to Clients. Clients will be entitled to download and access Presentations from the Website subject to prior payment of a subscription or a single payment for one Presentation.
8.2 Trainer will be entitled to payment of 50% of the revenues paid to Wealth Dragons for a Presentation provided by Trainer. Trainer will be provided with on-line access and can see the Clients who have downloaded the Presentation. As a result, Trainer can see his entitlement to payment and is entitled to invoice Wealth Dragons monthly in arrears based on the evidence of Client downloads.
8.3Wealth Dragons will be entitled to check the evidence of downloads and withhold payment if it does not agree with Trainer’s invoice. Subject to this, Wealth Dragons will pay all correct invoices received within 7 working days of invoice.
8.4 Wealth Dragons will be solely entitled to determine pricing of Presentations to the Clients.
8.5 If Trainer is liable to Wealth Dragons for any breach of this Agreement or any Supply made under it, Wealth Dragons will be entitled to retain Trainer’s share of revenues derived from Presentations up to the amount of Wealth Dragons’ losses.
9.1 Trainer assigns to Wealth Dragons all Intellectual Property Rights in any Presentation and will take such acts and sign such documents as are required by Wealth Dragons to perfect its title to all such Intellectual Property Rights.
9.2 Where any Personnel providing any Presentation are not employed by Trainer, Trainer will ensure that the Personnel have waived all moral rights in relation to the Personnel’s Intellectual Property Rights in any Presentation and have assigned to Trainer all Intellectual Property Rights in such materials.
9.3Notwithstanding the provisions of clause 9.1, Wealth Dragons agrees that Trainer is entitled to use his specialist knowledge and know-how to present other courses and record other materials in the same topic area as used for Wealth Dragons. However, Presentations are exclusive to Wealth Dragons and Trainer may not create any other course or material materially similar to a Presentation or which may be confused with any Presentation for marketing either by himself or by other course providers. This restriction applies for the term of this Agreement and for a period of three months after its termination. Trainer agrees this is a fair and reasonable restriction to protect the investment by Wealth Dragons in production and marketing of Presentations.
10.1Trainer acknowledges that Wealth Dragons shall have the right, in its sole discretion;
10.2Trainer further acknowledges that he will not assert his image rights and agrees that Wealth Dragons shall own all Intellectual Property Rights in or media upon which such Presentation is presented.
10.3 Trainer will procure that the Personnel agree not to assert image rights, and to assign to Wealth Dragons any Intellectual Property Rights in any Presentation.
11.1Without prejudice to any other rights or remedies which either party may have, either party may terminate this Agreement immediately and without liability on giving notice to the other party if:
11.2 In addition, without prejudice to any other rights or remedies, Wealth Dragons may terminate either or both of this Agreement and any Supply immediately and without liability on giving notice to Trainer if Wealth Dragons reasonably considers that the continuing involvement of Trainer will not best serve the interests of Wealth Dragons or of Clients.
11.3 On the termination of this Agreement for any reason Trainer shall immediately deliver to Wealth Dragons or, at Wealth Dragons’ request, destroy the Confidential Information and any copies in any and all formats. Where Wealth Dragons requests the materials be destroyed, Trainer shall in addition, if so requested by Wealth Dragons, promptly provide a written certificate of destruction or other evidence thereof reasonably satisfactory to Wealth Dragons.
11.4The provisions of clauses 9 to 12 inclusive, 13 and 14 to 18 shall survive the expiry of termination of this Agreement.
12.1Notwithstanding anything else in this Agreement or any Contract and subject to Clauses 12.2 and 12.3, the liability of Wealth Dragons to Trainer under or in connection with this Agreement, whether arising from contract, tort (including negligence) or otherwise shall be limited to:
12.2 For the avoidance of doubt, there shall be no limit on Wealth Dragons’ liability arising from death or injury to persons caused by Wealth Dragons’ negligence or by its breach of statutory duty, nor shall there be any limit on Wealth Dragons’ liability for fraud or fraudulent misrepresentation.
12.3Wealth Dragons shall not be liable to Trainer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever for any loss of profit, business, bargain, contracts, revenue, anticipated saving, diminution of goodwill or for any special, indirect or consequential damage or loss.
13.1 Trainer will maintain during the currency of this Agreement and whilst he is engaged at Events public liability and professional indemnity insurance with reputable insurers with an indemnity cover of no less than £1m per event or series of connected events. Trainer will be responsible for payment of all premiums in respect of such insurance. Trainer will procure that insurance cover arranged under this clause covers the activity of all Personnel working on behalf of Trainer.
13.2 Trainer will on demand but no more frequently than once per year, produce to Wealth Dragons documentary evidence of insurance cover and payment of premiums. Failure to insure, pay premiums or produce evidence of insurance shall be a material breach entitling Wealth Dragons to terminate this Agreement under the provisions of clause 11.1(a).
Trainer shall fully indemnify and keep Wealth Dragons indemnified on demand from and against any and all actions, claims, demands, costs (including reasonable legal costs and expenses), losses (including without limitation loss of profit, revenue or goodwill), damages, remediation costs and liability and all litigation, arbitration, mediation or adjudication expenses incurred by or awarded against Wealth Dragons which Wealth Dragons may suffer or incur as a result of or arising in any way directly or indirectly out of:
(a) the delivery of the Presentation by Trainer;
(b)any claim by a Client in respect of the Presentation;
(c) any breach of this Agreement by Trainer; and/or
(d) any act, omission or default (whether deliberate, wrongful, negligent or accidental) of Trainer, and
(e) any claim from a third party that the Presentation infringes the Intellectual Property Rights of a third party.
15.1 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly Trainer shall be fully responsible for and shall indemnify Wealth Dragons for and in respect of any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of any Presentation (including in respect of remuneration of all Personnel), where the recovery is not prohibited by law. Trainer shall further indemnify Wealth Dragons against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Wealth Dragons in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
15.2 Wealth Dragons may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to Trainer.
16.1 Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to the other party if personally served, if emailed to the other party, or if sent by first class prepaid post or airmail (as appropriate). If such notice or demand is served:
16.2 Notices are to be sent: -
16.3 Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
16.4 The provisions of this Clause 16 shall not apply to the service of any legal proceedings.
17.1 This Agreement and any Supply constitute the entire agreement between the parties and cancel and supersede any and all previous agreements (whether oral or written, express or implied) between the parties relating to the subject matter of this Agreement and any Supply. The parties acknowledge and agree that in entering into this Agreement and each Supply they have not relied on or been induced by any warranty, statement or representation of the other or any other person relating to this Agreement or any Supply.
17.2 No term of this Agreement or any Supply is intended for the benefit of any third party, and neither this Agreement nor any Supply shall be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.3 Each Clause is to be construed as independent of every other Clause so that the invalidity, illegality or unenforceability of any Clause shall not affect the other Clauses, which will remain in full force and effect.
17.4 No variation of this Agreement is effective unless it is made in writing by authorised representatives of each of the parties.
17.5 No omission or delay on the part of either party in exercising any right, power or privilege under this Agreement shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under this Agreement.
17.6 Except as expressly provided in this Agreement, the rights and remedies contained in this Agreement are cumulative and shall be in addition to every other right or remedy provided by law or otherwise.
17.7 This Agreement shall, as to any of its provisions remaining to be performed in whole or in part or capable of having effect following termination or performance, remain in full force and effect despite expiry or termination.
17.8 This Agreement is personal to Trainer and Trainer shall not assign, sub- contract, novate or otherwise deal with all or any part of this Agreement.
18.1English law shall govern the construction and operation of this Agreement and the parties each agree to submit to the non-exclusive jurisdiction of the English courts.