Effective 9 November 2020
The business of Go1 includes an online marketplace for e-learning resources, which are made available through the Website and by and through partners.
These terms and conditions (Partner Terms) govern the referral service and distribution by you of Go1’s learning resources. Once accepted by you (when you sign Go1’s relevant registration form, paper-based agreement or by accepting the Partner Terms online at the Website), these Partner Terms, together with any registration form, Partner Cover Partner Agreement or other written agreement constitute a formal agreement between you and Go1 (Partner Agreement).
1. Relationship of the parties
1.1 Role of Go1
Go1 agrees to:
(a) offer the Courses and operate a web based marketplace platform through the Website;
(b) work in cooperation with you to integrate and onboard the Go1 web based marketplace with your system and Users;
(c) consider enrolments of individuals referred by you in relation to the Course(s) in accordance with Go1 Policies; and
(d) provide you with copies of all Go1 Policies with which you will be required to comply under this Partner Agreement.
1.2 Your role
You agree to:
(a) integrate Go1’s Course marketplace into your system(s) such that it is made available by default to Partner’s Users;
(b) perform the Services diligently and to a professional standard and be open and honest about your relationship to Go1;
(c) not misrepresent or embellish the relationship between you and Go1 or imply any relationship or affiliation between you and Go1 or any other person or entity except as expressly permitted by this Partner Agreement;
(d) not represent yourself as an agent or employee of Go1 or represent that you have the authority to bind Go1 to a contract;
(e) comply with all applicable copyright and other laws that pertain to your website (Go1 will not be responsible if you use another person's copyrighted material in violation of the Law);
(f) deliver the details of Referrals and Users to Go1 within one (1) day after the Referral or User makes an enquiry with you about a Course(s);
(g) be primarily responsible for the delivery of the Services;
(h) act in an honest, ethical and responsible manner when performing the Services;
(i) not infer that you will be undertaking any training and/or assessment for or on behalf of Go1;
(j) not make any guarantees, commitments or assurances regarding the Course(s) or the likely success of a User completing any of the Course(s) or the outcomes of the Course(s) including any particular employment outcome;
(k) comply with Go1 Policies given to you;
(l) not register or purchase domain names that include Go1’s company’s name or any misspellings or variations of Go1’s company name to run promotions as a partner of Go1;
(m) not include Go1’s company name, variations of Go1’s company name, or the look and feel of Go1’s own social media pages on any social media pages where you run promotions as a partner of Go1;
(n) not promote Courses on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by Go1, in its sole discretion;
(o) not use marketing practices that are designed to attract fake customers being customers who are not legitimate customers or real entities (Go1, in its sole discretion, will make the determination whether someone is a fake customer);
(p) ensure that any of your Affiliates and sub-contractors, to the extent they are involved in the Services, follow the terms of this Partner Agreement;
(q) not place advertisements (whether directly or indirectly) on behalf of third party advertiser(s) (whether as an agent or otherwise) in respect of the Courses; and
(r) if a User or Referral requests courses or content which Go1 does not currently offer, provide Go1 with sixty (60) days’ notice in writing in which to source such courses or content, after which time you may provide such courses or content to the User or Referral from another content provider.
1.3 Relationship of the parties
Except to the extent expressly provided in this Partner Agreement, nothing in this Partner Agreement creates a relationship of employment, trust, agency or partnership between the parties.
The parties must:
(a) not make or procure the making of any remark, statement or announcement (whether publicly or otherwise) that disparages the other party or any of its Affiliates or personnel in relation to any matter connected with this Partner Agreement; and
(b) use reasonable endeavours to present a positive image and protect the reputation of the other party.
2.1 General performance obligations
Each party must carry out its role and obligations set out in this Partner Agreement:
(a) to a professional standard;
(b) in a timely fashion, including so as to achieve any timing requirements for delivery of the Services and the provision of the Services;
(c) using personnel with appropriate expertise, qualifications and experience;
d) in accordance with all applicable Laws; and
e) in accordance with applicable Go1 Policies to the extent that such Go1 Policies are reasonable and do not breach any applicable Law.
2.2 Compliance with directions
You must carry out your role and obligations in relation to the Services in accordance with all reasonable directions and instructions of Go1, including directions and instructions for the purpose of ensuring that the Services are delivered in accordance with all applicable Laws and Go1 Policies, and that the delivery of the Services does not cause Go1 to breach any applicable Laws or Go1 Policies.
3. Revenue Reports and Payments
3.1 Revenue Share
(a) In respect of revenue for which you are directly and exclusively responsible for generating from a Referral (Partner Revenue), Go1 will pay you:
(i) the percentage of the Net Amount or the Gross Amount, as set out in the GO1 Partner Cover Partner Agreement, received by GO1 as a result of that Referral (Revenue Share); and
(ii) where you opt-in to a partner marketing program, that amount calculated in accordance with that partner marketing program (Adjusted Revenue Share).
If Go1 changes the Revenue Share, it will provide you with thirty (30) days’ notice via email or other prominent notice.
(b) fifteen (15) days after the end of each quarter, Go1 will provide you with a report (Revenue Report) setting out the Revenue Share or Adjusted Revenue Share to which you are entitled.
(c) The Revenue Share or Adjusted Revenue Share is payable to you within thirty (30) days of receipt by Go1 of an invoice from you in a form required by Go1.
(d) Subject to clause 3.1(e), Go1 must pay the amount of any correctly rendered invoice received from you, as set out in clause 3.1(c), except to the extent that the payment or amount of the payment is in dispute.
(e) Go1 is entitled to withhold all or part of the Revenue Share or Adjusted Revenue Share in respect of any Services that Go1 considers not to have been provided by you in accordance with this Partner Agreement.
(f) Payment of an invoice is not:
(i) evidence or an admission that you have performed your obligations in relation to the development and delivery of the Course(s) in accordance with this Partner Agreement;
(ii) evidence of the value of the Services provided by you under this Partner Agreement;
(iii) an admission of liability; or
(iv) acceptance or approval of your performance,
but must be taken only as payment on account.
3.2 Integration and Onboarding work
The parties may agree in writing the type and scope of integration or onboarding work Go1 will undertake as required under clause 1.1(b) (Integration and Onboarding Work). The parties may agree in writing that, in consideration for undertaking the Integration Work, you must generate a minimum amount of Partner Revenue (Integration Amount) and that Go1 may set-off the Integration Amount from any amounts owed to you under clause 3.1.
Where you and Go1 have agreed to undertake Integration and Onboarding Work where Go1 does not charge for such Integration and Onboarding Work, and Go1 has provided a scoping/costing for the Integration and Onboarding Work to you (Scoping Amount), Go1 may deduct the Scoping Amount from any revenue (including the Revenue Share) to which you are entitled under this Partner Agreement, in the event that you fail to meet your obligations under, or otherwise breach this Partner Agreement.
3.3 Set off
Go1 may deduct from amounts otherwise payable to you any amount due from you to Go1 or any claim to money which Go1 may have against you (whether for damages or otherwise) in connection with this Partner Agreement.
4.1 Go1 shall make all payments to Partners: (i) whose Applicable Jurisdiction is England and Wales, in GBP, (ii) whose Applicable Jurisdiction is Delaware (US), in USD, and (iii) whose Applicable Jurisdiction is Queensland, Australia, in AUD regardless of the currency in which the User transacts, or the currency of the sale price of a Course. Go1 will assume all transaction processing fees, excluding foreign currency conversion.
When the country from which the User purchases the Course requires Go1 to remit Value Added Tax (VAT) or Goods & Services Tax (GST), Go1 will deduct the VAT or GST amount (as applicable) from the Course sale price when calculating the Net Amount or Gross Amount (in accordance with the definitions in clause 17 of this Partner Agreement).
Countries requiring VAT / GST currently include all European Union (EU) countries, the U.K., South Korea, Japan, New Zealand and Australia, and such other countries as Go1 determines from time to time.
4.2 European Union: In the event that the sale or delivery of a Course or any content to any User in the EU is subject to any VAT under applicable Law, Go1 will collect and remit the VAT to the competent tax authorities for sales of such Courses or Content to Users in the EU. Go1 may at its own discretion increase the sale price of a Course where Go1 is of the view that VAT may be due and Go1 will have a liability to account for such.
4.3 All other Countries: For sales of any Courses or content in countries other than the EU, you are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your location).
4.4 When applicable, Go1 charges and pays EU taxes for website purchases. In the case of mobile in-app purchases, EU tax is collected and paid by Apple and Google respectively.
5. Records and audits
You must maintain throughout the Term and for a period of seven years after the Term, complete, accurate and up-to-date financial accounts and other records in respect of the performance of your obligations under this Partner Agreement.
(a) You must provide reasonable access to your premises, books, records, documents, reports, equipment and other property relevant to the performance of this Partner Agreement, and permit the taking of copies or extracts of such books, records, documents or reports, to the extent necessary to enable Go1 and its officers, employees and professional advisers to conduct appropriate audits of the fulfilment of all or any of your obligations under this Partner Agreement.
(b) Go1, when conducting an audit under this clause 5.2, must ensure that the audit is conducted:
(i) expeditiously, efficiently and during reasonable business hours; and
(ii) upon reasonable prior written notice.
5.3 Quality assurance review
(a) Go1 may conduct a quality assurance review of any of the Services delivered by you under this Partner Agreement.
(b) Go1 will undertake the quality assurance review in the same manner as a similar review would be undertaken by Go1 in respect of courses and services offered by Go1 itself.
(c) You must provide reasonable assistance to Go1 in respect of the quality assurance review, including by providing access to relevant documents and information.
(d) If, after conducting the quality assurance review, Go1 determines that you are not delivering the Services to the standards required by this Partner Agreement, then Go1 may notify you in writing, detailing the basis for that determination.
(e) The representatives of the parties will meet to discuss a determination by Go1 under clause 5.3(d) and agree the actions which you must undertake in order to deliver the Services to the standards required by Go1 and this Partner Agreement, and the timeframes in which you must implement those actions.
(f) If you fail to implement the actions agreed under clause 5.3(e) within the timeframes agreed under clause 5.3(e), and Go1 determines that you are not performing your obligations to the standards required by this Partner Agreement, Go1 may terminate this Partner Agreement by notice in writing.
5.4 Other quality assurance requirements
You must ensure that your appropriate staff are made available and attend any audit meetings as reasonably required by Go1 from time to time.
6. Data and Privacy
6.1 The only information you will ordinarily receive about Users is what is provided to you through the Services (User Related Data). You agree to indemnify Go1 for any Loss or Claim arising out of your use of any User Related Data.
6.3 If Go1 provides you with any Personal Information or you become aware of any Personal Information collected or held by you as a result of the parties' activities under this Partner Agreement, you must:
(b) take all steps to ensure that the Personal Information is protected from misuse, loss, unauthorised access, modification, or disclosure;
(d) cooperate with any reasonable request or direction from Go1 that relates to (i) data subject requests for access to, or rectification of, an individual’s Personal Information; (ii) regulatory investigations or litigation related to such Personal Information; or (iii) compliance with applicable Privacy Laws and regulations.
7. Intellectual Property Rights
7.1 Licence to use Go1 IP
(a) Go1 grants to you, for the duration of the Term, a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public and otherwise exercise Go1 IP solely for the purpose of performing the Services, and for no other purpose.
(b) You acknowledge and agree that you are not entitled to continue to use any of the Go1 IP after the expiration or termination of this Partner Agreement.
7.2 Licence of your IP
You grant to Go1 a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public and otherwise exercise your Intellectual Property Rights in your materials (Partner IP) for the purpose of complying with Go1's obligations under this Partner Agreement, including the right to grant sub-licences to Users and Affiliates of Go1 and other persons for that purpose (if required).
7.3 Third party Intellectual Property Rights
If a party makes available to the other party any documents, information or materials (including marketing materials) for use under this Partner Agreement and any of the Intellectual Property Rights in those documents, information or materials are owned by a third party, that party must:
(a) ensure that it has all necessary rights to grant the licence specified in clause 7.1 or clause 7.2 (as the case may be); and
(b) notify the other party prior to, or at the same time as, making available those documents, information or materials of any limitations on the other party's rights to use those documents, information or materials pursuant to clause 7.1 or clause 7.2 (as the case may be).
7.4 Infringement of Intellectual Property Rights
(a) You must promptly notify Go1 in writing of any:
(i) actual, suspected or anticipated infringement by a third party of any Go1 IP; or
(ii) allegation or Claim (written or otherwise) that the use of any of Go1 IP by you or Go1 infringes any third party rights (including Intellectual Property Rights).
(b) you must provide to Go1 (at Go1's reasonable cost) all assistance reasonably requested by Go1 relating to proceedings that Go1 may take against any third party for any actual, suspected or anticipated infringement of Go1 IP.
(c) Go1 must promptly notify you in writing of any:
(i) actual, suspected or anticipated infringement by a third party of any Partner IP; or
(ii) allegation or Claim (written or otherwise) that the use of any Partner IP by you or Go1 infringes any third-party rights (including Intellectual Property Rights).
(d) Go1 must provide to you (at your reasonable cost) all assistance reasonably requested by you relating to proceedings that you may take against any third party for any actual, suspected or anticipated infringement of Partner IP.
8. Restricted Persons
8.1 You hereby warrant that neither you nor any of your Affiliates is a Restricted Person. If you or Affiliate of yours becomes a Restricted Person during the term of this Partner Agreement, you shall notify Go1 within twenty-four (24) hours, and Go1 shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Go1.
8.2 You agree that you shall not utilise the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorised in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, Laws or regulations of the United States or any other applicable country.
9. Confidential Information
9.1 Use and disclosure
A Receiving Party:
(a) may use Confidential Information of the Disclosing Party only for the purposes of this Partner Agreement;
(b) must keep confidential all Confidential Information of the Disclosing Party except:
(i) for disclosure permitted under clause 9.2; and
(ii) to the extent (if any) the Receiving Party is required by Law to disclose any Confidential Information; and
(c) without limiting its obligations under clause 9.1 (a) and 9.1 (b), must use commercially reasonable efforts to keep all Confidential Information of the Disclosing Party safe and secure, including all notes and other records prepared by the Receiving Party or its disclosees based on or incorporating any Confidential Information of the Disclosing Party and all copies of those notes and records.
9.2 Permitted disclosure
A Receiving Party may disclose Confidential Information of the Disclosing Party to persons who:
(a) have a need to know for the purposes of this Partner Agreement (and only to the extent that each has a need to know); and
(b) before disclosure:
(i) in the case of the Receiving Party's officers and employees, have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and
(ii) in the case of other persons approved in writing by the Disclosing Party, have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of Confidential Information as those imposed on the Receiving Party under this Partner Agreement,
(each a Direction).
9.3 Receiving Party's obligations
A Receiving Party must:
(a) ensure that each person to whom it discloses Confidential Information under clause 9.2 complies with its Direction; and
(b) immediately notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction or any improper or unauthorised use of the Confidential Information.
9.4 Disclosure required by Law
If a Receiving Party is required by Law to disclose any Confidential Information of the Disclosing Party to a third person (including government), the Receiving Party must, to the extent permitted by Law:
(a) before doing so:
(i) notify the Disclosing Party; and
(ii) give the Disclosing Party a reasonable opportunity to take any steps that the Receiving Party considers necessary to protect the confidentiality of that information; and
(b) notify the third person that the information is confidential to the Disclosing Party.
Each Receiving Party acknowledges that:
(a) the Disclosing Party may suffer commercial or other Loss if the Confidential Information of the Disclosing Party is used by any third party, or disclosed or made available to any third party by the Receiving Party other than in accordance with this Partner Agreement;
(b) damages may be an inadequate remedy to protect the interests of the Disclosing Party if the Receiving Party or any of its permitted disclosees breach the provisions of this clause 9; and
(c) the Disclosing Party is entitled to seek and obtain injunctive relief or any other remedy, in any court, against the Receiving Party for breach of this clause 9.
(a) Each party indemnifies and agrees to keep indemnified the other party and its officers, employees, agents and subcontractors, from and against any Loss arising from:
(i) any Claims by third parties that the use of (where Go1 is the indemnifying party) Go1 Materials or (where you are the indemnifying party) any of your own materials infringes a third person's rights (including any Intellectual Property Rights); and
(ii) any Claims with respect to damage to physical property or injury or death to persons where that Claim arises as a result of any negligent act or omission or wilful misconduct of the indemnifying party.
(b) A party will not be liable under the indemnity in clause 10.1(a) to the extent that the liability has been caused by the acts or omissions of any of the indemnified persons.
(c) Any person claiming under the indemnity in clause 10.1(a) must use all commercially reasonable efforts to mitigate any Loss which is the subject of the indemnity.
(d) Subject to clause 10.1(f), you release and shall at all times indemnify Go1 and its Affiliates (and employees, directors, officers, agents and representatives of Go1 and its Affiliates) from and against any and all claims, losses, damages, costs, and liabilities and expenses (including legal costs and expenses) arising, whether directly or indirectly, from or in connection with:
a. breach of any of the above obligations;
b. breach of any third party’s Intellectual Property;
c. your use of any User Related Data and/or any Personal Information;
d. any breach or non-observance by you of any term of the Partner Agreement; or
e. any negligence, breach of statutory duty or wilful, wrongful or unlawful act or omission by you.
(e) Subject to clause 10.1(f), Go1’s aggregate liability for any Loss suffered by, or Claim by you in connection with this Partner Agreement is limited to the amounts paid by Go1 to you under this Partner Agreement during the twelve (12) month period immediately preceding the Loss or Claim.
(f) In no circumstances shall a party be liable for any indirect or consequential loss or damage, including any loss of profit or loss of business opportunities (in each case, whether direct or indirect) suffered by the other or any other person arising out of, in connection with or relating to the performance, breach or non-observance of this Partner Agreement by that party.
10.2 Indemnification proceedings
In relation to any proceedings in respect of which a person is entitled to make any Claim for indemnity under clause 10.1:
(a) if the Indemnifying Party requests, the Indemnified Party must allow the Indemnifying Party to conduct the proceedings in its own name (including by seeking leave to withdraw from the proceedings and withdrawing from the proceedings if such leave is granted, if the Indemnifying Party requests);
(b) if the relevant Indemnified Party conducts the proceedings, it must keep the Indemnifying Party reasonably informed as to the progress of the proceedings and consult with the Indemnifying Party before lodging any pleadings or agreeing to any settlement; and
(c) if the Indemnifying Party conducts the proceedings, each Indemnified Party must provide the Indemnifying Party with any assistance and information that the Indemnifying Party reasonably requests.
Neither party will have any liability whatsoever to the other party for any loss of contract, loss or damage of the character of loss of profit or revenue, loss of opportunity, loss of production, loss of customers or goodwill, production stoppage, loss or corruption of data, loss of use of data, loss of privacy of communications, or any special, indirect or consequential loss or damage. Notwithstanding the foregoing, nothing in this Partner Agreement is intended to exclude any liability, rights or remedies available under any Law in the Applicable Jurisdiction which cannot be contractually excluded or restricted.
11. Protection of the Go1 marketplace
(a) You acknowledge that Go1’s business model and its relationships with Users, Content Providers, customers and other partners are valuable to Go1. Go1 is entering into this Partner Agreement, sharing revenue with you and acquiring Services from you as set out in this Partner Agreement on condition that you will not (and you agree that you will not) disintermediate or attempt to disintermediate Go1 by:
(i) supplying the Courses directly to a current Customer or User (including by framing or embedding the Services in a manner to embed a free version of your Courses, or use or adopt other similar functionality to circumvent Go1); or
(ii) otherwise directly or indirectly supplying courses from any Content Provider or party (or any of their Affiliates) listed on the Go1 Content Provider page, as amended from time to time, available at https://www.go1.com/en-au/go1-content-partners, to any person.
(b) You also acknowledge and agree that monetary damages, alone, would not be adequate compensation for the harm suffered by Go1, if you were to breach any of the above obligations, and that Go1 may obtain an injunction from a court to stop or prevent you from doing so.
12. Term and Termination
(a) This Partner Agreement will remain in force for the Term, unless terminated under the terms of this Partner Agreement.
(b) Go1 may choose to exercise the Option(s) by written notice to you fourteen (14) days prior to the expiration of the Initial Term, or the immediately preceding Option, as applicable.
(c) In addition to any other express rights of termination set out in this Partner Agreement, Go1 may terminate this Partner Agreement by providing five (5) days’ notice in writing to you where:
(i) you have committed a breach of a provision of this Partner Agreement which can be rectified and fail to rectify the breach within ten (10) days of written notice being given by Go1;
(ii) you have committed a breach of this Partner Agreement which cannot be rectified; or
(iii) a controlling interest in your business passes or is likely to pass to any other company or person.
(d) This Partner Agreement may be terminated by either party immediately where:
(i) any fact, matter or circumstance represented or warranted by the other party which is or later proves to be false, misleading or inaccurate when made; or
(ii) the other party has suspended payment of its debts generally, ceases to carry on business or threatens to cease to carry on business, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver, administrator, trustee, liquidator, controller, manager or similar officer for its business or assets, initiates or becomes subject to any proceeding under any applicable bankruptcy or insolvency law, or has wound up or liquidated its business assets, or is subject to any analogous event or proceeding in the Applicable Jurisdiction.
(e) Upon expiration or termination of this Partner Agreement:
(i) all rights and remedies accrued by either party prior to the termination or expiration of this Partner Agreement continue to apply;
(ii) clause 12 continues in full force and effect for a period of twelve months following expiration or termination of this Partner Agreement; and
(iii) the provisions of the following clauses continue in full force and effect following expiration or termination of this Partner Agreement: clauses 6, 7, 9, 10, 13, 14, 16 and 17, together with any other clauses that by their nature survive.
You acknowledge and agree that neither you nor Go1 shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a User requests a refund for a Course after you have received Revenue Share or Adjusted Revenue Share in respect of that Course, Go1 reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to you, or (2) require you to refund Revenue Share or Adjusted Revenue Share in respect of any amounts refunded to Users to the extent no additional payments are due from Go1 to you or such payments due to you are insufficient to cover the amounts refunded to Users.
14. Exclusion of implied terms
The law implies various conditions and warranties that might apply to this Partner Agreement. The parties exclude all of those conditions and warranties to the fullest extent permitted by Law.
Go1's liability for breach of any implied warranty or conditions that cannot be excluded is restricted, at Go1's option, to: (a) the re-supply of the relevant goods or services; (b) the cost of the re-supply of the relevant goods or services; or (c) any amount paid by the User to Go1 in respect of the relevant goods or services.
Nothing in this Partner Agreement is to be interpreted as having the effect of excluding, restricting or modifying any condition or warranty, or right or liability implied by any applicable law if such exclusion, restriction or modification would be void or prohibited under the laws of the Applicable Jurisdiction. The provisions of this Partner Agreement are separate and severable. The invalidity of any clause or provision of this Partner Agreement shall not affect the validity of the reminder of the Partner Agreement.
15. Modifications to this Partner Agreement
From time to time, Go1 may update this Partner Agreement to clarify its practices or to reflect new or different practices, such as when Go1 adds new features, and Go1 reserves the right to modify and/or make changes to this Partner Agreement at any time. If Go1 makes any material change Go1 will notify you using prominent means such as by email notice sent to the email address specified in your Account or by posting a notice on Go1’s Website. Other modifications will become effective on the day they are posted unless stated otherwise. If you continue to provide the Services, after the effective date of any change, then such provision will be deemed an acceptance of and an agreement to follow and be bound by this Partner Agreement as changed. The revised Partner Agreement supersedes all previous Partner Agreements.
(a) Go1 may assign or otherwise transfer this Partner Agreement or any of its rights or obligations under this Partner Agreement.
(b) You may not assign, transfer or otherwise deal with your rights and obligations under this Partner Agreement without the written consent of Go1, which will not be unreasonably withheld.
(c) This Partner Agreement inures to the benefit of and is binding upon the parties, their respective successors in interest by way of merger, acquisition, or otherwise (‘transfer’) and their permitted assigns. If you transfer all or any part of your business, you will do so on the basis that, subject to the agreement of Go1 at the time, you will oblige the transferee to accept the terms and conditions of this Partner Agreement as part of the transfer.
(d) This Partner Agreement, including the Background, sets out the entire agreement between the parties as to its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
(e) You must comply with all terms of this Partner Agreement and with any additional directions, special conditions, content and/or product guidelines or specifications advised by Go1 from time to time.
(f) This Partner Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Applicable Jurisdiction, and the parties irrevocably submit to the exclusive jurisdiction of the Courts of the Applicable Jurisdiction.
(g) The parties agree that no promise or representation made or given by Go1, its employees, officers, agents or contractors will be recognised unless contained in this Partner Agreement.
(h) This Partner Agreement shall not be binding on Go1 until it has been accepted by signature by its duly authorised officer.
(i) This Partner Agreement is binding on you and your Affiliates (and your and their successors and permitted assigns).
(j) The following provision applies solely to Partners whose Applicable Jurisdiction is England and Wales. Unless it expressly states otherwise, this Partner Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Partner Agreement.
(k) The following provision applies solely to Partners whose Applicable Jurisdiction is Delaware (US): The Courses are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Courses. If Partner is using the Courses on behalf of the US Government and these terms fail to meet the US Government’s needs or are inconsistent in any respect with federal law, Partner will immediately discontinue its use of and access to the Courses. The terms “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
(l) Any Notice may be given by mail or email and sent to a mail address or email address reasonably believed by the sending party to be that of the receiving party. Where such contact details for the receiving party are set out in the Partner Agreement such contact details must be used unless the receiving party has previously informed the sending party in writing of an alternative mail address or email address.
17. Definitions and interpretation
17.1 Defined terms
In this Partner Agreement:
(a) If the Applicable Jurisdiction is England and Wales, any entity which is directly or indirectly controlling, controlled by, or under common control (as defined in Section 1124 of the Corporation Tax Act 2010) with a Party to this Partner Agreement;
(b) If the Applicable Jurisdiction is the State of Delaware in the US, any entity which is directly or indirectly controlling, controlled by, or under common control (i.e. the legal, beneficial, or equitable ownership, directly or indirectly, of outstanding securities with sufficient voting power to elect a majority of the board of directors or equivalent governing body of such entity) with a Party to this Partner Agreement; and
(c) If the Applicable Jurisdiction is the State of Queensland, Australia, any “associated entity” (as that phrase is defined in section 50AAA of the Corporations Act 2001 (Cth)).
Applicable Jurisdiction means:
(a) England and Wales if the Partner is located within the United Kingdom or Europe;
(b) The State of Delaware in the United States of America (US) if the Partner is located within the US; or
(c) The State of Queensland, Australia, if the Partner is located in any other country.
Approval means certificate, licence, consent, permit, approval or other requirement of any Authority having jurisdiction in connection with the activities contemplated by this Partner Agreement.
Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority or tribunal.
Claim means any claim, proceeding, cause of action, action, demand or suit (including by way of contribution or indemnity).
Confidential Information of a Disclosing Party means the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Partner Agreement:
(a) information that is by its nature confidential;
(b) information that is designated by the Disclosing Party as confidential; and
(c) information the Receiving Party knows, or ought to know, is confidential,
but excludes information that:
(a) the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or
(b) is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).
For the avoidance of doubt, this Partner Agreement and all information supplied by Go1 to you in relation to Go1’s finances and affairs, advertising space(s), contracts, pricing and methods of business is confidential.
Content Provider means the provider or the author of the Course(s).
Course(s) means the training, resources, courses and/or programs of study offered through Go1’s marketplace.
Disclosing Party means a party who discloses or makes available Confidential Information to the Receiving Party or whose Confidential Information otherwise becomes known to the Receiving Party.
Go1 (or our) means:
(a) Go1 USA, LLC, a Delaware limited liability company, if the Applicable Jurisdiction is the State of Delaware in the US;
(b) Go1 UK Learning Limited, registered in England and Wales with company number 11867333 and whose registered office is at 1st Floor West Davidson House, Forbury Square, Reading, Berkshire, RG1 3EU, and whose contact email address is as set forth in the Content Provider Cover Partner Agreement or otherwise as notified to you, if the Applicable Jurisdiction is England and Wales; or
(c) GO1 Pty Limited (ABN 91 134 998 020) of Units 4 & 5, 2908 Logan Road, Underwood, Queensland, Australia, 4119 if the Applicable Jurisdiction is the State of Queensland, Australia.
Go1 IP means the Intellectual Property Rights in Go1 Materials.
Go1 Materials means documents, information and materials, including marketing materials, provided or made available by Go1 to you for the purposes of this Partner Agreement or used by Go1 in performing its obligations under this Partner Agreement.
Go1 Policies means rules, policies, procedures, processes, guidelines, manuals and standards applying to Go1, as amended or varied from time to time.
Gross Amount means the amount of revenue actually received by Go1 from a Referral during the Referral’s Initial Subscription Term.
Initial Subscription Term means the initial subscription period set forth on the applicable Order Form, Subscription Partner Agreement or other ordering document entered into between Go1 and the Referral.
Intellectual Property Rights means all intellectual property rights, including the following rights:
(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;
(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and
(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including the Applicable Jurisdiction), whether or not such rights are registered or capable of being registered.
Initial Term means a period of three years from the date you execute or accept this Partner Agreement.
(a) any applicable local, state, federal or international law, statute, regulation, rule or ordinance; and
(b) any Approval, including any condition or requirement attaching to an Approval.
Loss means any cost (including legal costs on a solicitor and own third party basis, whether incurred by or awarded against the relevant party), expense, loss, damage, charge or liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained, unascertained, actual, prospective or contingent, and including any such cost, expense, loss, damage, charge or liability that is incurred in connection with a Claim, including the defence or settlement of that Claim.
Net Amount means Gross Amount, less (1) Taxes (including pursuant to clause 5), (2) any other amount set out in an applicable partner marketing program and (3) any amounts which GO1 is required to pay to a Content Provider, (4) any rebates, credits, charge-backs, refunds or similar offsets actually issued by Go1 for the Subscription. The Net Amount is capped at a maximum of 15% of the Gross Amount.
Partner (or ‘you’, ‘your’) means you, as the provider of distribution and referral services to Go1 pursuant to this Partner Agreement
Option means three (3) x one (1) year periods, immediately and consecutively succeeding expiry of the Term, (together, the Options), exercisable by Go1.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:
(a) whether the information or opinion is true or not; and
(b) whether the information or opinion is recorded in a material form or not.
Privacy Laws means all applicable laws, regulations and regulatory guidance in force from time to time relating to or impacting privacy or the protection of Personal Information, privacy or data protection, including all national implementation legislation thereof in the relevant jurisdictions, including any laws that modify or replace any of the foregoing, including without limitation, to the extent applicable, the Privacy Act 1988 (Cth) and the Australian Privacy Principles in that Act, and The General Data Protection Regulation (GDPR) (EU) 2016/679.
Receiving Party means a party who obtains or otherwise becomes aware of Confidential Information of the other party.
Referral means a paying User that you refer to Go1 who has no record in connection with Go1 or who is not, at the time referred to Go1 by Partner, in any contractual relations or ongoing negotiations with Go1 in connection with its Courses.
Restricted Person means a person who is (i) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a person falling within any of the categories of person in (i) to (iv) inclusive.
Services means the marketing to, referral of and engagement of Users by you in accordance with the terms of this Partner Agreement.
(a) all taxes levied, imposed or assessed under any statute, ordinance, decree, regulation, order or Law in the Applicable Jurisdiction or elsewhere; and
(b) any additional tax, interest, penalty, charge, fee or other amount of any kind assessed, charged or imposed in relation to the late or short payment of any tax or the failure to file any return.
Term means the Initial Term plus any Option(s) as exercised by Go1 in accordance with the terms of this Partner Agreement.
User means a user of the Go1 Courses, web based marketplace or learning management system. Acceptance of a Referral as a User of the Go1 services is at the sole discretion of Go1.
Website means the Go1 website at www.go1.com.
18.2 Other definitions and interpretation
Where a capitalised term is not defined, it has the meaning given in the Customer Terms. Headings used in the Partner Agreement are for convenience only and do not affect interpretation. Words denoting the singular include the plural and vice versa.