Licensee Terms and Conditions

Introduction:

These Terms and Conditions govern how individuals who become and remain qualified in the use of products and services created and owned by Do-Zen Limited (‘Perfect-Teams’) can utilize these products and services for the benefit of a Client company (‘Client’). The Client is the organisation that the individuals are currently employed by and who is meeting the costs of the individuals becoming and remaining qualified. Alternatively – the individual is meeting their own costs on becoming qualified with the aim of building their own practice. Wherein they are technically employed by their own Client company (‘Client’).

Either of these individuals are referred to as Perfect-Teams’ Licensees (PTLs). Perfect-Teams and Client agree to ensure that all PTLs are aware of and fully comply with these Terms and Conditions.

Further information, explanation and guidance regarding the implementation of these Terms and Conditions including details of the qualification and renewal process are available from Perfect-Teams.

Licence

Subject to these Terms and Conditions Perfect-Teams grants to Client and the PTLs employed by Client the non-exclusive licence to use the intellectual property rights in Perfect-Teams products and services for internal learning and development purposes within Client as the organisation that the PTLs are currently employed by and who is funding the costs of the PTLs becoming and remaining qualified to use specific Perfect-Teams products and services. Those PTLs who are building their own practice are granted the non-exclusive licence to use the intellectual property rights in Perfect-Teams products and services for external learning and development purposes with their own Clients.

In the event of any material breach of these Terms and Conditions Perfect-Teams reserves the right to terminate the licence of any PTL with immediate effect.

Use of Perfect-Teams Products and Services

PTLs shall:

• not utilise the Perfect-Teams products and services in an application that does not align to Perfect-Teams core values, philosophy or operating practices;
• fully comply with Perfect-Teams’ “Standards of Practice” including all “Renewal” and “Continuing Education” requirements for all relevant Perfect-Teams products and services as stipulated by Perfect-Teams and as may be updated by from time to time.
• wherever possible when facilitating using Perfect-Teams solutions incorporate use of the range of approved Perfect-Teams products and services including profiles, workbooks, papers, materials and other support materials.
• not be entitled to use Perfect-Teams products or materials with any other organisation other than Client without the express prior written consent of Perfect-Teams; i.e. Unless the PTL is building their own practice with their own standalone license.
• ensure compliance with these Terms and Conditions at all times including where PTLs are supported by colleagues within Client to use Perfect-Teams products and services (e.g. administrative staff producing Perfect-Teams profiles and maps);
• be entitled to receive all materials, documentation and products in English unless agreed otherwise. Where possible Perfect-Teams shall supply materials in other languages in agreement with the Client and PTLs. PTLs shall not translate or in any way be involved with the translation of any Perfect-Teams materials or products into another language without the express prior written consent of Perfect-Teams;
• be entitled to obtain and receive advice, consulting and facilitation expertise from Perfect-Teams as required at rates to be agreed between Perfect-Teams and Client on a case by case basis.

Obligations of PTLs

PTLs shall:

• become and remain qualified for each of the relevant Perfect-Teams products and services a PTL wishes to use and fully comply with the requirements of remaining qualified in all products and services to standard stipulated by Perfect-Teams;
• not permit any individual who is not a qualified Perfect-Teams licensee to lead workshops, coach teams or individuals or lead broad application sessions using the Perfect-Teams products or services;
• receive training and support from Perfect-Teams at such cost as will be agreed with Client to ensure that PTLs remain fully qualified to use the relevant Perfect-Teams products and services;
• maximise all opportunities to use Perfect-Teams products and services to the benefit of Client(s);
• ensure that Client shall pay all relevant fees and charges in relation to the PTLs becoming and remaining qualified and comply with any other reasonable requirements regarding qualifications and compliance with these Terms and Conditions as specified by Perfect-Teams;
• only use Perfect-Teams products and services for learning and development purposes that have been created, approved and made available to PTLs by Perfect-Teams for those specific purposes;
• receive updated and enhanced versions of relevant Perfect-Teams products and materials as and when Perfect-Teams produces such updated versions and enhancements at costs to be agreed with Client and charged at the discretion of Perfect-Teams.
• only use marketing and promotional materials that have been created, approved and made available to PTLs by Perfect-Teams for those specific purposes;
• only promote and use Perfect-Teams products and services in line with the ‘Marketing Guidelines’ stipulated by Perfect-Teams and as may be updated from time to time and not engage in the marketing, sales, distribution or use of Perfect-Teams products and services in any way other than stipulated without the express written consent of Perfect-Teams;
• not assign or delegate any of the rights or obligations under these Terms and conditions to any other person without the express prior consent of Perfect-Teams;
• keep full and accurate records of the location of each and every software and hardware item related to Perfect-Teams products and services (e.g. Perfect-Teams IP manuals, Team Map templates and workshop presentations);
• when processing any personal data in connection with Perfect-Teams products and services or these Terms and Conditions, comply in all respects with the terms of all relevant Data Protection and Privacy legislation and any data protection policy of Perfect-Teams as published on the Perfect-Teams website www.perfectteams.co.uk;
• provide reports and information to Perfect-Teams regarding any activities in connection with these Terms and Conditions where reasonably requested by Perfect-Teams;
• not engage in conduct which, in the opinion of Perfect-Teams, is detrimental to the business or interests of Perfect-Teams;
• inform Perfect-Teams of any known breaches of these Terms and Conditions or any Perfect-Teams’ published guidelines, strategies and standards within a reasonable time of PTLs first becoming aware of such breach.

Intellectual Property

PTLs:

• acknowledge that any and all of the copyright, trademarks and other intellectual property rights used or embodied in or in connection with the use of Perfect-Teams products and services will at all times remain the property of Perfect-Teams;
• will ensure that the relevant copyright statements are reproduced on all copies of Perfect-Teams products and materials and the ownership of all intellectual property by Perfect-Teams;
• may customize Perfect-Teams standard learning materials provided to PTLs in Keynote format only where required in order to adapt the standard Keynote slides and presentation to meet specific learning and development requirements of Client subject to the following:
• only where customization is undertaken in a manner consistent with Perfect-Teams’ published guidelines, strategies and standards;
• where Perfect-Teams copyright, trademark and other intellectual property rights are acknowledged and clearly identified;
• if PTLs would like any help and advice to customise the Keynote materials or are in any doubt about the appropriate use of Perfect-Teams intellectual property PTLs should contact their Perfect-Teams representative.
• Perfect-Teams may request a copy of all customized Keynote materials;
• Perfect-Teams retain the right to undertake amendments or instruct that amendments are made to any Keynote materials or instruct the withdrawal of any materials that Perfect-Teams deem inappropriate or unfit for purpose;
• are encouraged to take advantage of the range of creative, development and production services Perfect-Teams can provide to create customized learning materials and to submit any customization proposals or requests for review and discussion giving as much notice as possible;
• cannot create any product, printed material, workbook, promotional items, facilitation or consultancy service that includes, uses or is based on any Perfect-Teams products and services or Perfect-Teams’ intellectual property rights unless all details have expressly been agreed in writing in advance by Perfect-Teams and only where Perfect-Teams approves all documents, materials or information prior to first use. Any agreement may be subject to commercial terms being agreed which may include payment of royalties and other charges. Where formal agreement has not been reached in advance all rights, title and interest in all such newly developed or created products, materials or services shall be held by Perfect-Teams and Do-Zen Ltd.
• cannot undertake research using Perfect-Teams products or services or the intellectual property rights contained therein without the express prior written consent of Perfect-Teams.

Duration and Termination of this Agreement

• This license shall remain in place for all PTLs employed by Client unless Perfect-Teams identifies that any PTL is in breach of any of these terms and conditions in which case Perfect-Teams shall discuss the breach and agree future actions with the PTL and Client in order to remedy the breach, such future actions to be confirmed in writing by Perfect-Teams. If the breach or multiple breaches is/are not remedied within 14 days (or other such period that is mutually agreed) of having been formally notified of the actions required, the PTL will be deemed to be in material breach of these terms and conditions and Perfect-Teams shall have the option to immediately terminate the rights of that PTL to use Perfect-Teams products and services.
• If PTL ceases to be qualified in any one specific product at any time including the payment of all appropriate fees the licence to use that product and service is automatically and immediately terminated and PTL will not be able to use the Perfect-Teams products and services associated with that qualification in any way.
• In the event that any PTL leaves the employment of Client that PTL cannot use any Perfect-Teams products and services in any way unless and until alternative agreement is reached with Perfect-Teams. Perfect-Teams cannot guarantee that PTL will be allowed to use Perfect-Teams products and services in any alternative way in future.

For further information please contact:

Perfect-Teams | Do-Zen Ltd | The Studio | 16 Boscombe Road | Worcester Park | KT4 8PL

Tel: +44 (0)20 8337 6804 | E-mail: legal@perfectteams.co.uk