CodeClan Limited, having its registered office at 37 Castle Terrace, Edinburgh, United Kingdom EH1 2EL sets out below the General Terms and Conditions which will apply to the relationship with the partner under the engagement.
For the purposes of this agreement,
“Change of Control” means that there has been a direct or indirect change of ownership of the partner resulting overall in more than 50% of the total voting rights conferred by all shares in the partner being held directly or indirectly by a person who did not hold more than 50% of the voting rights as at the date on which this agreement was signed by CodeClan;
“Data Protection Laws” means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”), as amended, replaced or superseded from time to time and other applicable data protection legislation in force including the Data Protection Act 2018 (including following any exit by the UK from the European Union); and
1.1 The partner shall:
1.1.1 comply with all applicable CodeClan policies and procedures as advised from CodeClan from time to time;
1.1.2 not to do or omit to do anything which may cause CodeClan to lose any licence, authority, consent or permission upon which it relies for the purposes of its business;
1.1.3 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; and
1.1.4 to the extent that CodeClan provides the partner with any materials, equipment, tools and/or data (“CodeClan Materials”), hold the CodeClan Materials in safe custody at its own risk, maintain them in good condition until returned to CodeClan, and not dispose or use the CodeClan Materials other than in accordance with CodeClan’s written instruction or authorisation.
2.1 Subject to clause 2.3, CodeClan grants to the partner a non-exclusive, non-transferable, royalty free licence to use the CodeClan Intellectual Property Rights which are contained within any materials and/or content provided by CodeClan to the partner, or to which the partner is given specific access by CodeClan, for the purposes of complying with this agreement only (for example, use of CodeClan logo or branding).
2.2 Subject to clause 2.4, the partner grants to CodeClan a non-exclusive, royalty free, transferable and sub-licensable licence to use the partner Intellectual Property Rights on the CodeClan website and for any other uses required by CodeClan for the purposes of the agreement (i.e. use of Partner logo, branding or approved case studies).
2.3 The partner acknowledges that CodeClan is the sole owner of the CodeClan Intellectual Property Rights and all goodwill associated therewith. The partner shall use all reasonable endeavours to assist CodeClan with protecting the CodeClan Intellectual Property Rights and shall not knowingly do or cause or permit anything to be done with may endanger the CodeClan Intellectual Property Rights or the title thereto of CodeClan.
2.4 CodeClan acknowledges that the partner is the sole owner of the partner Intellectual Property Rights and all goodwill associated therewith.
2.5 Each party represents and warrants to the other that:
2.5.1 it owns all Intellectual Property Rights in and to any artwork, photographs, materials and/or graphics provided or produced by such party in connection with this agreement; and
2.5.2 any material provided to the other in accordance with clause 2.5.1 shall not infringe any Intellectual Property Rights of any third party.
2.6 The partner will promptly and fully notify CodeClan of any actual, threatened or suspected infringement of any of the CodeClan Intellectual Property Rights.
2.7 The partner will indemnify and hold CodeClan harmless against any and all losses or damage suffered by CodeClan as a result of the partner’s breach of its obligations under this clause 2.
3.1 This agreement shall commence on the last date of signature and shall continue for one year unless terminated in accordance with the provisions in the Partnership Agreement or this clause 3.
3.2 Either party may terminate this agreement forthwith by notice in writing on the following grounds:
3.2.1 if the other party commits a material breach of the terms of this agreement which is incapable of remedy, or, upon failure by the other party to remedy a material breach of its obligations under this agreement, where remediable, within twenty eight  days of written notice to do so being served by the non-breaching party or within any extended period of notice agreed by the non-breaching party; or
3.2.2 the other party becomes insolvent, enters voluntary or involuntary liquidation or has a receiver appointed to administer the whole or any part of its property or an order is made or a resolution passed for its winding up or liquidation, or the other party ceases or threatens to cease trading; or
3.2.3 if the other party acts in bad faith or otherwise engages in any conduct seriously prejudicial to this agreement or the other party; or
3.2.4 the other party is guilty of fraud or serious misconduct.
3.3 CodeClan may terminate this agreement by notice in writing with immediate effect if CodeClan becomes aware that there has been a Change of Control.
3.4 This agreement shall automatically terminate in the event that the relevant CodeClan course ceases to run.
3.5 On termination on any ground, each party shall return or destroy (on the other party’s direction) all materials belonging to the other party.
3.6 The following clauses shall survive termination or expiry of this agreement: 2, 3, 4, 5, 6, 7, 8, 9.
4.1 Notwithstanding anything in this agreement to the contrary, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for indirect or consequential loss arising under or in connection with this agreement.
4.2 Subject to clause 4.3, CodeClan’s maximum aggregate liability to the partner in respect of any claim under or in connection with this agreement shall be limited to £5,000.
4.3 Nothing in this agreement shall exclude or limit:
4.3.1 either party’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation; or
4.3.2 the partner’s liability to CodeClan arising out of a breach of clauses 2, 5 or 6; or
4.3.3 the partner’s liability under any indemnity.
5.1 Each party agrees to keep confidential:
5.1.1 the terms of this agreement;
5.1.2 all information concerning the business or affairs of the other that it has received or obtained or may receive or obtain from the other party (“Confidential Information”) in relation to any matters contemplated under this agreement. The parties shall only use Confidential Information for the purposes of implementing the arrangements contemplated in this agreement and shall not disclose Confidential Information to any third party. As soon as reasonably practicable on the termination of this agreement, each party shall either destroy or return, at the option of the disclosing party, all Confidential Information provided to it by the other party. This clause 5 does not apply to information which:
18.104.22.168 has come into any public domain other than by breach of this clause or any other duty of confidence;
22.214.171.124 is obtained from a third party having a lawful right to disclose such information;
126.96.36.199 at the time of disclosure was already known by the party to whom such information was disclosed without breach of this clause or any other duty of confidentiality; or
188.8.131.52 is independently developed or acquired by the receiving party.
5.2 Each party shall be permitted to disclose Confidential Information:
5.2.1 to its professional advisors and group companies where necessary to fulfil its obligations under this agreement, provided that such advisors and group companies agree to be bound by similar confidentiality provisions as set out in this clause 5; and
5.2.2 where required to do so by court or other governmental order, provided where possible that the party required to disclose the Confidential Information gives the other party reasonable notice prior to such disclosure in order to give that party a reasonable opportunity to seek a protective order or equivalent, wherever legally possible.
6.1 For the purpose of this clause, the words “Controller”, “Personal Data”, “Process”, “Processor”, and “Processing”, shall have the meanings assigned in the Data Protection Laws.
6.2 CodeClan and the partner acknowledge and agree that each will act as a Controller in relation to the Personal Data which they Process.
6.3 In performing their obligations under the agreement, the parties shall comply with their respective obligations under applicable Data Protection laws in respect of their Processing of any Personal Data.
7.1 The partner consents to CodeClan (or any person authorised by CodeClan) at its own cost conducting any investigation or audit which CodeClan, acting reasonably, considers to be necessary or desirable in order to ensure compliance by the Partner with its obligations under this agreement. The partner will provide such assistance to CodeClan in connection with such investigation or audit as CodeClan may reasonably request.
8.1 The partner acknowledges that in order to protect its reputation and goodwill, it is of critical important for CodeClan to manage any press or public announcements relating to CodeClan’s business. Accordingly, the partner agrees that it will not make any statement or comment regarding this agreement or the partner’s relationship with CodeClan to the press, public, or any other person without first obtaining prior written consent to such statement or comment from CodeClan.
9.1 This agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with this agreement or its subject matter or formation shall be governed by and construed in accordance with the laws of Scotland.
9.2 Each party irrevocably submits to the exclusive jurisdiction of the Scottish courts over any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with this agreement or its subject matter or formation.