This agreement is between Suretrax Limited hereinafter referred to as "the Licensor" of the first part, the Training Organisation or alternatively the Licensed Student hereinafter referred to as "the Licensee" of the second part and any members of the enrolled staff or students of the licensed Training Organisation hereinafter referred to as "the Permitted Users" of the third part.
The Licensor authorises the Licensee to allow the Permitted User to access the content of this web-site based learning delivery system and for any part thereof to be transmitted, stored, printed and photocopied in support of the delivery of the duly selected learning programme or selected units thereof to a Permitted User and for no other purpose.
The Licensee warrants that it will not allow any third party who is not a Permitted User to access this web-site based blended learning delivery system or for any part of the content therefrom to be transmitted to; stored, printed, photocopied or used in any way whatsoever by any such third party.
Where the Licensee is a Training Organisation, it shall pay in advance to the Licensor a non-refundable license fee for the time being applicable to cover either a one year or, alternatively, a three year license term at the option of the Licensee always provided that the license fee will not be payable and will be deemed to have been paid on its behalf by the awarding body if the Licensee becomes an approved centre for the time being eligible to deliver the accredited qualification, (SFEDI Awards, Self Marketing and Personal Enterprise, Ref. No. 600/8392/x)
Where the Licensee is a Training Organisation, it shall additionally pay to the Licensor, monthly in arrears, the agreed non-refundable enrolment levy for each Permitted User that has been duly enrolled to access a duly selected programme or individual modular unit[s] thereof on the referenced web-site based learning delivery system in the related calendar month always provided that an enrolment levy will not be payable directly to the Licensor by the Licensee for any enrolment of a Permitted User for the purpose of undertaking the above referenced accredited qualification, (SFEDI Awards, Self Marketing and Personal Enterprise, Ref. No. 600/8392/x) or for unit[s] leading towards that qualification where the Licensee has paid a registration fee to the awarding body which is inclusive of the referenced enrolment levy.
Where the Licensee is a Licensed Student and not a Training Organisation, the Licensed Student shall pay the agreed non-refundable enrolment fee in advance prior to receipt from the Licensor of the log in details to access the selected programme.
The Licensee warrants that the Permitted User shall not teach, demonstrate or in any way convey any techniques from the Licensor's online learning management system or its related content, delivery materials and intellectual property to any third party who is not a Permitted User.
For the purpose of this agreement, the Licensor's materials include training delivery and assessment material, trade names, logos, brands, trademarks, service marks, copyright, design rights, database rights, knowhow and all other intellectual property rights whether registered or not.
The Licensor warrants that possession of the licensed materials or use of them by the Permitted User in accordance with these terms and conditions will not infringe the intellectual property rights of any third party.
The Licensee and the Permitted User acknowledge and hereby agree that all intellectual property rights in the Licensor's materials will always remain the sole and exclusive property of the Licensor.
The Licensee warrants that neither it nor the Permitted User shall use the Licensor's materials or any other trademarks, trade names, logos or brands attaching to those materials in any way which would tend to allow them to lose their distinctiveness, become liable to mislead the public, or be materially detrimental to or inconsistent with the good name, goodwill, reputation and image of the Licensor.
The Licensee warrants that neither it nor the Permitted User shall part with possession of the Licensor's materials.
The Licensee warrants that neither it nor the Permitted User shall, in any part of the world, adopt or use any trading name, or logo, or symbol or device which is confusingly similar to, or is a simulation or imitation of the Licensor's trading name or logos or branding style.
The Licensee warrants that neither it nor the Permitted User shall create derivative works based on the Licensor's materials.
The Licensee warrants that neither it nor the Permitted User shall make alterations or amendments to the Licensor's materials.
The Licensee warrants that it and the Permitted User shall take all reasonable and practicable steps to protect the intellectual property rights in the Licensor's materials.
The Licensee warrants that it and/or the Permitted User shall notify the Licensor immediately if they become aware of any unauthorised use of the Licensor's materials by any third party.
The permissions granted hereunder are non-transferable and the Licensee and the Permitted User do not have any right to assign such permission or purport to do the same, nor assign, sub-contract or delegate any or all of their obligations hereunder.
Where the Licensee is a Training Organisation, upon termination of the License, it shall have no right to keep or use any of the Licensor's materials or intellectual property.
The formation, existence, construction, performance, validity and all aspects of these terms and conditions shall be governed by English law and the parties submit to the jurisdiction of the English courts.