Progress Learning: Standard Terms and Conditions for Associates

1          Contract Terms
1.1       You agree to provide us with your services on the following terms and conditions. These constitute a contract between us and you and must be read together with any other information provided via this website. Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly agreed in writing.
1.2       In these terms and conditions:
1.2.1   "we" and "us" means Progress Learning Limited, a company incorporated in England under no 05653113; and
1.2.2   the "Services" means the learning and development related services that we have ordered from you and you have agreed to provide.

2          Our Obligations
2.1       We will pay your charges for the Services as agreed between us within 30 days of our receipt of your invoice.
2.2       We will promptly give you such information and documents as you may reasonably require for the proper performance of your obligations under this Agreement.
2.3       You will be promptly notified of any requirements for your services. Availability requests, however, do not constitute offers of work.
2.4       We reserve the right to make the final decision on whom to appoint for a given piece of work. We will offer work based on our best judgement using factors including: whether the introducer is a trainer, distance from training venue, historical work, and previous delegate scores.
2.5       Due to the complexities of the administration, no expenses will be paid unless agreed otherwise in writing.

3          Your Obligations
You agree that you:
3.1       confirm to us that in entering into this Agreement you are not, and will not be, in breach of any express or implied obligation to any third party.
3.2       will provide the Services with reasonable skill and care and in a professional manner (and will correct any unsatisfactory work upon request by us).
3.3       will make yourself available to us at such times and at such locations only as is mutually agreed between us.
3.4       complete any and all documentation related to the service provided as directed by us.
3.5       will do nothing to adversely affect the good name and reputation of Progress Learning Ltd.

4          No Mutuality
4.1       There is no obligation for us to provide you with any amount of work and no obligation for you to accept any work.

5          Ownership of Materials
5.1       You shall be entitled to any intellectual property rights of materials created by you before you started carrying out the Services.
5.2       We shall be entitled to all intellectual property rights of our existing materials.
5.3       We shall be entitled to all intellectual property rights for the material created by you in carrying out the Services, unless otherwise agreed between us in writing.

6          Substitution
6.1       If you are unable to provide the Services, then you may substitute an alternative supplier of the Services with our prior approval in our absolute discretion.

7          Confidential Information
7.1       You shall not use or communicate to any person (other than those authorised in writing by us) any confidential information concerning our clients’ business or our business which may come to your knowledge whilst carrying out the Services.

8          Termination
8.1       Either of us shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
8.2       Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.

9          Restrictions
You agree that both whilst carrying out the Services, and for a year after their end, you will not without our prior consent either:
9.1       contact any clients (with whom you have had contact through us over the preceding 12 months) for whatever reason without our prior approval, or,
9.2       solicit the business of any of our clients (with whom you have had contact through us over the preceding 12 months) in competition with us, or,
9.3       provide services to any of our clients (with whom you have had contact through us over the preceding 12 months) in competition with us.
9.4       For the avoidance of doubt, all client contact must go through and be managed by the appropriate Progress Learning account manager or via PLATO, unless agreed in writing otherwise.

10        Force Majeure
Neither party is liable for any breach of this Agreement caused by matters beyond their reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

11        General
11.1    You are an independent contractor and nothing in this Agreement shall make you our agent or partner (see introducer terms and conditions). You shall have no right to bind us to any obligation.
11.2    Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
11.3    No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
11.4    A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
11.5    If any dispute arises out of these terms we will both attempt to settle it by mediation.
11.6    This Agreement shall be governed by the laws of England and we both agree to submit to the exclusive jurisdiction of the English Courts.

All associates will be automatically issued with an Introducer code. You have no obligation to use this code or to act as an introducer on our behalf. If, however, you do choose to introduce PLATO then the following terms and conditions apply:

Commission Based Referral Agreement

1  Contract Terms
You agree to provide us with your services on the following terms and conditions. These constitute a contract between us and you and must be read together with any other information provided via this website. Any other terms and conditions contained in any other document (other than the associate agreement) are excluded unless their inclusion is expressly agreed in writing.

2  Obligations of Progress Learning Ltd.
2.1  Progress Learning Ltd. agrees with the Introducer throughout the Term:
2.1.1  To provide the introducer with a unique introducer code with which organisations can be associated with that introducer.
2.1.2  To advertise and promote PLΛTO and the services of Progress Learning Ltd.
2.1.3  To make available to the Introducer for a fee, its advertising material for use by the Introducer in the course of the Duties.
2.1.4  To pay promptly to the Introducer the Commission following receipt of payment by the client

3  Obligations of the Introducer
The Introducer agrees with Progress Learning Ltd.:
3.1  To undertake to introduce PLΛTO, the course management system, and related services from Progress Learning Ltd.
3.2  When engaged in introduction activities to work diligently to protect and promote the interests of Progress Learning Ltd.
3.3  Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to Progress Learning Ltd. or its clients.
3.4  To indemnify and keep indemnified Progress Learning Ltd. from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by Progress Learning Ltd. resulting from a breach of this Agreement by the Introducer, including any act of neglect or default of the Introducer's agents, representatives or employees,
3.5  Not to describe itself as agent or representative of Progress Learning Ltd. except as expressly authorised by this Agreement.
3.6  Not to pledge the credit of Progress Learning Ltd. in any way.
3.7  Not to make any profit from the performance of the introduction duties other than the Commission and any related delivery fees in strict adherence to the associate agreement.

4  Commissions
4.1  ‘Commission’ means 20% in the first twelve months since the date of registration of each organisation registered with PLΛTO under the Introducer code provided and 10% thereafter of the actual fees paid to Progress Learning Ltd. by a client referred by the Introducer excluding VAT and any disbursements separately itemised on any sales invoice.
4.2  An organisation shall cease to be associated with an introducer if the PLΛTO administrator for that organisation fails to use PLΛTO for a consecutive period of 12 months.
4.2  Introductions are based on the introducers code used at the point of registration of an organisation on PLΛTO. It is the responsibility of the introducer to ensure that an organisation registers with their introducer code - always bearing in mind point 3.2.
4.3  In the event of any dispute the decision of Progress Learning Ltd. will be final.

5  Termination
This Agreement shall terminate forthwith if:
5.1  either of the parties gives to the other not less than one month’s prior notice.
5.2  there is any breach by the Introducer of its obligations under this Agreement.
5.3  the Introducer engages in any conduct prejudicial to Progress Learning Ltd. or its marketing generally.

6  Termination consequences
6.1  On the expiry or other termination of this Agreement the Introducer undertakes to return to Progress Learning Ltd. all samples and publicity promotional and advertising material used in the introducers services and all originals and copies of all documents and information in any form concerning or covering in any way any part of the services of Progress Learning Ltd.
6.2  Financial consequences: In the event of termination under clauses 5.2 and 5.3, the Introducer shall be entitled to the Commission only in respect of bookings made before the date of termination provided these bookings result in paid business and not in respect of bookings after that date notwithstanding that the Introducer was instrumental in achieving that booking.

7  No Partnership
7.1  The parties are not partners or joint venturers nor is the Introducer able to act as agent of Progress Learning Ltd. save as authorised by this Agreement.

8  Waiver
8.1  The failure by Progress Learning Ltd. to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time thereafter to enforce all terms and conditions of this Agreement.

9  Proper law and jurisdiction
9.1  This Agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.