reseller agreement option 2
1 Definitions and Interpretations
The Reseller description/Option 2 on www.esolcentre.uk/reseller.html forms part of this Agreement.
In this Agreement the following terms have the following meanings:
Agreement
This agreement is between ESOLCENTRE and the Reseller for the provision of Online English Courses as described and priced on www.esolcentre.uk/reseller.html ;
Commencement Date
The final date of signature of this Agreement;
This agreement consists of four (4) pages and 10 clauses.
Courses
The courses available to you the reseller are listed on the ESOLCENTRE’s reseller page;
Intellectual Property
All intellectual property rights and other rights having equivalent effect throughout the world, including without limitation copyrights, company logo, database rights, patents, trademarks, design rights, trade secrets, authors’ rights, rights of attribution and other proprietary rights, whether registered or unregistered, and all applications and rights to apply for registration or protection of such rights;
Working Days
Monday to Friday, other than any public holidays in England.
2 Term and Duration of Agreement
2.1. This Agreement shall, subject to clause 5 (Termination), continue for a period of 1 year from the Commencement Date, after which date it shall be reviewed.
2.2. The Reseller agrees that from the Commencement Date it shall offer selected ESOL Courses to its learners on its website.
3 Standards
3.1. The Reseller shall comply with the ESOLCENTRE’s approval criteria and all relevant regulatory and legal requirements.
3.2. The Reseller shall maintain the highest levels of professionalism in marketing, managing learners on Courses and in all things appertaining to the delivery of courses offered through this Reseller Agreement.
3.3. If the Reseller ceases to meet ESOLCENTRE's approval criteria, ESOLCENTRE shall notify the Reseller immediately and may withdraw its approval for the Reseller to offer the Courses until the non-compliance is remedied.
3.4. Notwithstanding clause (Standards), ESOLCENTRE may review the Reseller's processes at any time (with prior notice) and the Reseller shall give any ESOLCENTRE’s auditor reasonable access to allow him/her to review relevant records, monitor procedures and to ensure compliance with the approval criteria and the relevant regulatory requirements.
4 Prices and course fees
Course fees are payable prior to processing enrolments and granting access to the learning platform. All sums are paid via bank transfer or card payment (PayPal). For detailed pricing and course descriptions see information on the Reseller opportunities page .
4.1. INITIAL SET UP
A single payment of £500 payable to ESOLCENTRE. This covers the website's initial set up, domain registration, course platform to all registered students.
INITIAL PAYMENT will be due on the day this agreement is signed.
4.2. ONGOING CHARGES
Course fees per student as listed on the Reseller opportunities page.
4.3. All sums due under this agreement are inclusive of VAT which shall be at the prevailing rate.
4.4. All sums in this agreement are non-refundable and are subject to annual review.
4.5. Bank transfers:
ESOLCENTRE.UK LTD
Sort code: 20-55-62
Account Number: 43324206
Barclays Bank UK PLC
Please, use your company name as a payment reference
5. Termination
5.1. Either party may terminate this Agreement immediately by notice in writing if the other party:
5.1.1. is in material breach of this Agreement and such material breach cannot be remedied;
5.1.2. is in material breach of this Agreement and the other party has failed to remedy such material breach within 7 (seven) days of a notice served on the other party requiring it to remedy such breach; or
5.1.3. is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any similar regulation or statute relating to insolvency or calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed, (or a resolution is passed by the directors of the other party to seek a winding up or administration order), or the other party presents or has presented a petition for a winding up order, or presents, or has presented, a petition to appoint an administrator, or has an administrative receiver, or receiver appointed over all or any part of its business, undertaking, property or assets.
5.2. Termination of this Agreement shall not affect either party’s accrued rights and obligations at the date of termination.
5.3. The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
5.4. The ESOLCENTRE may one-sidedly terminate this agreement should the Reseller fail to pay the due fees on time or fail to enrol enough students to retain the service.
6. Contract Management
6.1. It is in the interests of all parties that progress of this Agreement be reviewed at regular intervals and, in any event, on or about the date 6 (six) months following the Commencement Date. As new courses are released and made available to the Reseller, ESOLCENTRE will inform the Reseller and set up the course for purchase within the Reseller section. If existing Courses must be withdrawn or updated, ESOLCENTRE will inform the Reseller in advance of removing from sale or updating content.
6.2. Any disputes shall be resolved amicably by the parties, to the extent reasonably possible.
7. Confidentiality and Data Protection
7.1. The parties each agree that the prices, nature and content of this Agreement,
details and content of the Courses and information about the business
development plans of a party are confidential information (‘Confidential
Information’).
7.2. Neither party shall use the other party’s Confidential Information without the
prior express written consent of the other party during the term of this
Agreement or for a period of 5 (five) years following its termination, except where:
7.2.1. it is or has become publicly known through no fault of the concerned party its employees, consultants or professional advisors; or
7.2.2. it is lawfully received from an independent third party without any restriction and without any obligation of confidentiality.
7.3. The Reseller shall procure that it has the right to provide candidates’ names and other details to ESOLCENTRE and that such right is in full compliance with the GDPR (General Data protection Regulation). ESOLCENTRE agrees that it shall only process candidate’s data to the extent necessary to fulfil its obligations under this Agreement, including for the purposes of notifying the candidate of his/her results. ESOLCENTRE shall retain candidates' data and the results of assessments for a reasonable period following the assessments being undertaken, in line with current best practice in the awarding bodies industry.
7.4. The Reseller shall register and comply with ICO (Information Commissioner’s Office) requirements.
8. Intellectual Property
8.1. All Intellectual Property in the Courses is and shall remain the property of ESOLCENTRE.
8.2. The Reseller is granted a non-exclusive licence to use the Courses from commencement of this Agreement until termination or expiry, when the Reseller shall immediately cease to use any Intellectual Property belonging to ESOLCENTRE.
8.3. The Reseller shall make no modification to the Courses unless expressly pre-authorised by a director of ESOLCENTRE in writing.
8.4. The ESOLCENTRE’s logo and website may not be used by the Reseller on any marketing materials, websites, documents, certifications or similar without the ESOLCENTRE’s explicit written permission.
9. Liability
9.1. ESOLCENTRE shall not be liable (including without limitation if arising in negligence) :
9.1.1. for any loss of profit, loss of business, loss of reputation or any indirect or consequential loss;
9.1.2. in respect of any claim, any amount that exceeds 100% of the value of the items sold to the Reseller by ESOLCENTRE giving rise to such claim.
10. General
10.1. If it is necessary for a party to serve a formal notice pursuant to this Agreement, it shall be served at the other party’s registered address and made for the attention of the Company Director.
10.2. The Reseller may not subcontract obligations or assign the benefit of this Agreement or otherwise, mortgage, charge or otherwise transfer or hold on trust any or all of its rights and obligations under this Agreement without the prior written consent of ESOLCENTRE (such consent not to be unreasonably withheld or delayed). Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the parties.
10.3.This Agreement, and any documents referred to herein, contains all the terms which the parties have agreed in relation to the subject matter of this Agreement and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such
subject matter. Nothing in this clause
10.3 (General) will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
10.4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. The single or partial exercise by either party of any right, power or remedy under this Agreement shall not in any circumstances preclude any other or further exercise of it, or the exercise of any right, power or remedy.
10.5. If a party is subject to an event beyond its reasonable control that prevents it being able to fulfil its obligations under this Agreement, that party shall not be liable for its non-performance and the period for performance shall be extended by an amount equivalent to the period of delay. If such an event continues for a period in excess of 4 (four) weeks, the party not suffering such event may terminate by 14 (fourteen) days’ prior written notice.
10.6. No variation of this Agreement shall be valid unless in writing and signed by a duly authorised representative of each of the parties. An exchange of emails shall not be capable of constituting an agreement to vary this Agreement.
10.7. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
10.8. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
10.9. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
10.10. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law and be subject to the exclusive jurisdiction of the English courts.
What ESOLCENTRE.UK LTD requires from you
Your compliance to this Reseller Agreement.
Notification of any changes to your organisation that affect the Reseller Agreement and Criteria.
The Reseller description/Option 2 on www.esolcentre.uk/reseller.html forms part of this Agreement.
In this Agreement the following terms have the following meanings:
Agreement
This agreement is between ESOLCENTRE and the Reseller for the provision of Online English Courses as described and priced on www.esolcentre.uk/reseller.html ;
Commencement Date
The final date of signature of this Agreement;
This agreement consists of four (4) pages and 10 clauses.
Courses
The courses available to you the reseller are listed on the ESOLCENTRE’s reseller page;
Intellectual Property
All intellectual property rights and other rights having equivalent effect throughout the world, including without limitation copyrights, company logo, database rights, patents, trademarks, design rights, trade secrets, authors’ rights, rights of attribution and other proprietary rights, whether registered or unregistered, and all applications and rights to apply for registration or protection of such rights;
Working Days
Monday to Friday, other than any public holidays in England.
2 Term and Duration of Agreement
2.1. This Agreement shall, subject to clause 5 (Termination), continue for a period of 1 year from the Commencement Date, after which date it shall be reviewed.
2.2. The Reseller agrees that from the Commencement Date it shall offer selected ESOL Courses to its learners on its website.
3 Standards
3.1. The Reseller shall comply with the ESOLCENTRE’s approval criteria and all relevant regulatory and legal requirements.
3.2. The Reseller shall maintain the highest levels of professionalism in marketing, managing learners on Courses and in all things appertaining to the delivery of courses offered through this Reseller Agreement.
3.3. If the Reseller ceases to meet ESOLCENTRE's approval criteria, ESOLCENTRE shall notify the Reseller immediately and may withdraw its approval for the Reseller to offer the Courses until the non-compliance is remedied.
3.4. Notwithstanding clause (Standards), ESOLCENTRE may review the Reseller's processes at any time (with prior notice) and the Reseller shall give any ESOLCENTRE’s auditor reasonable access to allow him/her to review relevant records, monitor procedures and to ensure compliance with the approval criteria and the relevant regulatory requirements.
4 Prices and course fees
Course fees are payable prior to processing enrolments and granting access to the learning platform. All sums are paid via bank transfer or card payment (PayPal). For detailed pricing and course descriptions see information on the Reseller opportunities page .
4.1. INITIAL SET UP
A single payment of £500 payable to ESOLCENTRE. This covers the website's initial set up, domain registration, course platform to all registered students.
INITIAL PAYMENT will be due on the day this agreement is signed.
4.2. ONGOING CHARGES
Course fees per student as listed on the Reseller opportunities page.
4.3. All sums due under this agreement are inclusive of VAT which shall be at the prevailing rate.
4.4. All sums in this agreement are non-refundable and are subject to annual review.
4.5. Bank transfers:
ESOLCENTRE.UK LTD
Sort code: 20-55-62
Account Number: 43324206
Barclays Bank UK PLC
Please, use your company name as a payment reference
5. Termination
5.1. Either party may terminate this Agreement immediately by notice in writing if the other party:
5.1.1. is in material breach of this Agreement and such material breach cannot be remedied;
5.1.2. is in material breach of this Agreement and the other party has failed to remedy such material breach within 7 (seven) days of a notice served on the other party requiring it to remedy such breach; or
5.1.3. is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any similar regulation or statute relating to insolvency or calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed, (or a resolution is passed by the directors of the other party to seek a winding up or administration order), or the other party presents or has presented a petition for a winding up order, or presents, or has presented, a petition to appoint an administrator, or has an administrative receiver, or receiver appointed over all or any part of its business, undertaking, property or assets.
5.2. Termination of this Agreement shall not affect either party’s accrued rights and obligations at the date of termination.
5.3. The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
5.4. The ESOLCENTRE may one-sidedly terminate this agreement should the Reseller fail to pay the due fees on time or fail to enrol enough students to retain the service.
6. Contract Management
6.1. It is in the interests of all parties that progress of this Agreement be reviewed at regular intervals and, in any event, on or about the date 6 (six) months following the Commencement Date. As new courses are released and made available to the Reseller, ESOLCENTRE will inform the Reseller and set up the course for purchase within the Reseller section. If existing Courses must be withdrawn or updated, ESOLCENTRE will inform the Reseller in advance of removing from sale or updating content.
6.2. Any disputes shall be resolved amicably by the parties, to the extent reasonably possible.
7. Confidentiality and Data Protection
7.1. The parties each agree that the prices, nature and content of this Agreement,
details and content of the Courses and information about the business
development plans of a party are confidential information (‘Confidential
Information’).
7.2. Neither party shall use the other party’s Confidential Information without the
prior express written consent of the other party during the term of this
Agreement or for a period of 5 (five) years following its termination, except where:
7.2.1. it is or has become publicly known through no fault of the concerned party its employees, consultants or professional advisors; or
7.2.2. it is lawfully received from an independent third party without any restriction and without any obligation of confidentiality.
7.3. The Reseller shall procure that it has the right to provide candidates’ names and other details to ESOLCENTRE and that such right is in full compliance with the GDPR (General Data protection Regulation). ESOLCENTRE agrees that it shall only process candidate’s data to the extent necessary to fulfil its obligations under this Agreement, including for the purposes of notifying the candidate of his/her results. ESOLCENTRE shall retain candidates' data and the results of assessments for a reasonable period following the assessments being undertaken, in line with current best practice in the awarding bodies industry.
7.4. The Reseller shall register and comply with ICO (Information Commissioner’s Office) requirements.
8. Intellectual Property
8.1. All Intellectual Property in the Courses is and shall remain the property of ESOLCENTRE.
8.2. The Reseller is granted a non-exclusive licence to use the Courses from commencement of this Agreement until termination or expiry, when the Reseller shall immediately cease to use any Intellectual Property belonging to ESOLCENTRE.
8.3. The Reseller shall make no modification to the Courses unless expressly pre-authorised by a director of ESOLCENTRE in writing.
8.4. The ESOLCENTRE’s logo and website may not be used by the Reseller on any marketing materials, websites, documents, certifications or similar without the ESOLCENTRE’s explicit written permission.
9. Liability
9.1. ESOLCENTRE shall not be liable (including without limitation if arising in negligence) :
9.1.1. for any loss of profit, loss of business, loss of reputation or any indirect or consequential loss;
9.1.2. in respect of any claim, any amount that exceeds 100% of the value of the items sold to the Reseller by ESOLCENTRE giving rise to such claim.
10. General
10.1. If it is necessary for a party to serve a formal notice pursuant to this Agreement, it shall be served at the other party’s registered address and made for the attention of the Company Director.
10.2. The Reseller may not subcontract obligations or assign the benefit of this Agreement or otherwise, mortgage, charge or otherwise transfer or hold on trust any or all of its rights and obligations under this Agreement without the prior written consent of ESOLCENTRE (such consent not to be unreasonably withheld or delayed). Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the parties.
10.3.This Agreement, and any documents referred to herein, contains all the terms which the parties have agreed in relation to the subject matter of this Agreement and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such
subject matter. Nothing in this clause
10.3 (General) will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
10.4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. The single or partial exercise by either party of any right, power or remedy under this Agreement shall not in any circumstances preclude any other or further exercise of it, or the exercise of any right, power or remedy.
10.5. If a party is subject to an event beyond its reasonable control that prevents it being able to fulfil its obligations under this Agreement, that party shall not be liable for its non-performance and the period for performance shall be extended by an amount equivalent to the period of delay. If such an event continues for a period in excess of 4 (four) weeks, the party not suffering such event may terminate by 14 (fourteen) days’ prior written notice.
10.6. No variation of this Agreement shall be valid unless in writing and signed by a duly authorised representative of each of the parties. An exchange of emails shall not be capable of constituting an agreement to vary this Agreement.
10.7. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
10.8. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
10.9. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
10.10. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law and be subject to the exclusive jurisdiction of the English courts.
What ESOLCENTRE.UK LTD requires from you
Your compliance to this Reseller Agreement.
Notification of any changes to your organisation that affect the Reseller Agreement and Criteria.
