Terms and Conditions
Partners are non-exclusive selling and delivery agents for the 10 Behaviours of Successful People® (10 Behaviours) which is a suite of products of The Learning Junction Limited, New Zealand (TLJ).
TLJ licenses the Partner (you) upon payment of the fee to TLJ to deliver 10 Behaviours and such variations or improvements as TLJ might offer, approve or require from time to time within the assigned territory on the terms and conditions set out in this agreement.
You agree that:
a) At your cost you will provide the 10 Behaviours strictly as specified by TLJ from time to time including participant kits, vouchers (coaching and learning circles) purchased only from TLJ or its agents and you will ensure the 10 Behaviours is provided professionally and to a high standard;
b) At your cost you will promote and market the 10 Behaviours to your clients and to the public;
c) You are responsible for organising and running the 10 Behaviours including without limitation satisfying all logistical requirements, providing the materials, and facilitators;
d) All facilitators employed or retained by you to deliver 10 Behaviours programmes must be accredited by TLJ;
e) While you are responsible for all costs howsoever incurred associated with providing the 10 Behaviours to your clients and the public, TLJ does not determine the price at which the 10 Behaviours is provided by Partners;
f) TLJ does not warrant or guarantee any particular result or outcome from being a Partner or the provision of the 10 Behaviours;
g) To the extent permitted by law you indemnify and hold TLJ harmless from any cost, loss or other harm you, a participant in the 10 Behaviours or any third party might suffer arising from this agreement, the participant materials and/or provision of the 10 Behaviours;
h) You will obtain and are responsible for your own insurances including professional indemnity, accident cover, and the insurance of participant kits;
i) All copyright, trademarks and other intellectual property rights (whether registered or unregistered) in the 10 Behaviours, the participant kits, any changes or improvements in the 10 Behaviours or the participant kits are held by TLJ and you are granted only a non-exclusive license to provide the 10 Behaviours and to sell participant kits to attendees at the 10 Behaviours on the terms and conditions set out in this agreement;
j) In no circumstances are you or anyone employed or retained by you permitted to make changes to the 10 Behaviours programme or the participant kits. If you wish to suggest any changes this must be done in writing to TLJ. TLJ must approve any changes before inclusion in the 10 Behaviours programme or the participant kits;
k) Any changes to the 10 Behaviours and/or the participant kits made by you or anyone employed or retained by you, whether these changes are authorised or not, enure to the benefit of TLJ and you will do such things, sign such documents and pay such costs to transfer all rights in and to any such improvements to TLJ including without limitation ensuring that any agreement with third parties includes a provision to this effect in favour of TLJ;
l) You will not challenge or directly or indirectly assist anyone else to challenge TLJ’s rights to the 10 Behaviours, the participant kits or any improvements;
m) The territory in which you can provide the 10 Behaviours and participant kits and other related services is set out below;
n) Any enquiries for the 10 Behaviours from outside of the territory must be referred to TLJ;
o) This agreement will end immediately upon you committing an act of bankruptcy or insolvency including without limitation the appointment of a liquidator, receiver, administrator, statutory manager or the enforcement a judgement against you in insolvency proceedings;
p) This agreement is not transferable (including through an effective change in your control or ownership) without the prior written permission of TLJ;
q) No provision of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this document or that provision;
r) In the event that any one or more of the provisions contained in this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this agreement or any other such instrument and to the extent possible and that is not prohibited by law, the parties agree to amend the offending provision or this agreement as necessary to give effect to the intent of the severed provision;
s) A party’s failure or delay to exercise any power or right it has under this agreement will not operate as a waiver of that power or right, and the exercise of any such power or right will not preclude any other or future exercise of that power or right;
t) This agreement may only be varied with the parties written agreement;
u) The provisions of this agreement intended to survive termination of this agreement will remain in full force and effect;
v) You will not by act or omission make any disparaging comments in any format about TLJ or the 10 Behaviours;
w) This agreement may be terminated on one month’s written notice by either party or immediately upon material breach;
x) The provisions of this agreement relating to intellectual property and the protection of TLJ’s rights in the 10 Behaviours and clauses 3(a),(b),(g) and (w) are essential to TLJ’s willingness to enter into this agreement.
Upon termination of this agreement:
a) You will immediately stop all use of the 10 Behaviours and any materials used in the provision of the 10 Behaviours;
b) You will migrate 10 Behaviours programmes booked as at termination to TLJ and will reimburse all direct and indirect costs TLJ might incur providing the booked 10 Behaviours programmes;
c) All materials used in the 10 Behaviours must be returned to TLJ;
d) You agree to remove all trade references, terminate all listings making reference to you as a 10 Behaviours provider or utilising any other intellectual property of TLJ and to do such other things as TLJ might reasonably require to identify that you no longer are authorised to provide the 10 Behaviours.
Updated: 6th June 2020