Community General Terms
Background IPRs: Intellectual Property Rights held in title or licensed to either party prior to the engagement between SFB Ventures Ltd and the Vendor.
Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) which is not in the public domain relating to or any Group Company’s business, products, affairs and finances for the time being confidential to us any Group Company and trade secrets including, without limitation, technical data and know-how relating to our or our Group Company’s business or any of our or its business contacts, including in particular (by way of illustration only and without limitation); all business practices, methods, techniques, or processes that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Confidential Information also includes, but is not limited to, files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models or any photographic or other tangible materials containing such information, Customer lists and names and other information, Customer contracts, other corporate contracts, computer programs, proprietary technical information and or strategies, sales, promotional or marketing plans or strategies, programs, techniques, practices, any expansion plans (including existing and entry into new geographic and/or product markets), pricing information, product or service offering specifications or plans thereof, business plans, financial information and other financial plans, data pertaining to the Company’s operating performance, employee lists, salary information, training manuals, and other materials and business information of a similar nature, including information about the Company itself or any affiliated entity, which The Parties further agree that the fact the Company may be seeking to complete a business transaction is “Confidential Information” within the meaning of this agreement, as well as all notes, analysis, work product or other material derived from Confidential Information. Nevertheless, Confidential Information shall not include any information of any kind which is in the possession of the Vendor prior to the date of this agreement.
Commencement Date: the date which the Vendor and Salesforce Ben enter into a Service Order agreement as set out in a SOF.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
Deliverables: has the meaning of works carried out by the Vendor subject to the Supplementary Terms and Service Order Form
Foreground IPRs: Intellectual Property Rights that derive from the Deliverables as set out in the SOF.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: services provided by Site Content Creators as defined and specified in the Service Order Forms.
Service Order: means the process by which SFB Ventures Ltd orders Services from the Vendor by way of the Service Order Form.
Service Order Form: the form that confirms the specification of works to be carried out by the Vendor
Site: has the meaning of where the Vendor’s content is primarily published and referenced in the Service Order Forms (“SOF”) and will be https://courses.salesforceben.com/ for Course Creators and https://www.salesforceben.com/ for Authors and Expert Authors.
Related Sites: means either https://www.salesforceben.com/ for Course Creators and https://courses.salesforceben.com/ for Authors and Expert Authors where the Related Site is a secondary location for the publication of digital content. Related Site also means any other site that is a subdomain of salesforceben.com and any other site owned and operated by SFB Ventures Ltd ( “Salesforce Ben”, “SFB” or “SFB Ventures”).
Restricted Business: those parts of our or any Group Company’s business with which you were involved to a material extent during your engagement with SFB.
Restricted Customer: any firm, company or person who was a customer or prospective customer of or in the habit of dealing with the Company orany Group Company with whom you had contact or about whom you became aware or informed in the course of your engagement with SFB.
Restricted Person: anyone employed or engaged by us or any Group Company who could materially damage our or any Group Company’s interests if they were involved in any Capacity in any business concern which competes with any Restricted Business and with whom you dealt during your engagement with SFB.
Service Order Form (“SOF”): agreement setting out the work to be performed by Vendors creating digital content on the Site or Related Sites including Authors, Course Creators and Expert Authors.
Supplementary Terms: additional terms that specifically relate to the works and deliverables ordered by SFBvia a SOF.
VAT: Value Added Tax
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- The Schedules form part of this platform agreement and shall have effect as if set out in full in the body of this platform agreement. Any reference to this platform agreement includes the Schedules.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:
- Another person (or its nominee) by way of security or in connection with the taking of security; or its nominee.
- For the purposes of determining whether a limited liability partnership is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be construed so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
- Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
- A reference to writing or written includes email.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- A reference to this platform agreement or to any other agreement or document is a reference to this platform agreement or such other agreement or document, in each case as varied from time to time.
- References to clauses and Schedules are to the clauses and Schedules of this platform agreement and references to paragraphs are to paragraphs of the relevant Schedule.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 If there is an inconsistency between any of the provisions of this agreement and any other standard terms and conditions, the provisions of this agreement shall prevail.
2.2 If there is any inconsistency between this agreement and the Service Order Form, the terms of the Service Order Form shall prevail.
3.1 This agreement is between Salesforce Ben and any Vendor that uses the Site or Related Site (“the Vendor”).
3.2 These Terms constitute a legally binding agreement between Salesforce Ben and the Vendor. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all these of Terms.Salesforce Ben operates from the registered address: 36 Clarence Mews, Lower Clapton, London E5 8HL, UK, London, England E5 8HL. Our VAT number is GB355077196.
3.3 You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms.
4.0 Commencement and Duration
4.1 These Vendor Community Site shall remain in full force and effect while you are using the Site and for the duration content created by the Vendor as a result of a fulfilled Service Order is published on the Site and any Related Site.
- Fees and Invoicing
5.1 Salesforce Ben always seeks to be fair and open as regards the fees we pay to our Vendors.
5.2 All fees that are set out in the SOF are exclusive of VAT and Salesforce Ben will pay VAT on fees due to Vendors where the Vendor is registered for VAT. If the Vendor is required to charge VAT, the Vendor must notify Salesforce Ben in advance of the Commencement Date set out in the Service Order Form.
5.3 In the event that now payment terms are referenced in the SOF, Salesforce Ben will pay the Vendor 30 days after the Deliverables have been completed to the Specification set out in the SOF.
6.0 Vendor obligations (includes user security)
6.1 Vendors are obliged to understand and agree to the obligations set out in the SOF and Supplementary Terms.
6.2 There are certain responsibilities which Vendors must be aware of, understand, and follow. Where Vendors access the Site or Related Site with an online user account, the Vendor must keep passwords private, report changes in their user status, report suspected security violations, and co-operate with Salesforce Ben in the event of any cyber, information security or privacy breach incident.
7.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so;
(b) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 7.1(c);
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(e) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
(f) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010.
7.2 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 30 days written notice to the other party or any other term set out in the Service Order Form.
8.1 On termination or expiry of this agreement, the following clauses shall continue in force: Clause 9 (Intellectual Property (Background IPRS)), Clause 11 (Confidentiality), Clause 12 (Data), Clause 14 (Non-Solicitation).
9.0 Intellectual Property (Background IPRS)
9.1 As between the parties, SFB shall have exclusive ownership of SFB’s background IPRS and the Vendor shall have exclusive ownership of their background IPRS.
9.2 Both parties agree to license their respective and applicable Background IPRs on a non-exclusive, royalty-free basis, for the Vendor’s ability to carry out work on the Deliverables as set out in the SOF and subject to the Supplementary Terms.
10.1 Without prejudice to your common law duties, you shall not (except in the proper course of your duties, as authorised or required by law or as authorised by us, either during the Appointment or at any time after termination of the Appointment (howsoever arising):
(a) use any Confidential Information; or
(b) make or use any copies; or
(c) disclose any Confidential Information to any person, company or other organisation whatsoever.
10.2 The restriction in Clause 10.1 does not apply to any Confidential Information which is or comes into the public domain other than through your unauthorised disclosure.
10.3 You shall be responsible for protecting the confidentiality of the Confidential Information and shall:
(a) use your best endeavours to prevent the use or communication of any Confidential Information by any person, company or organisation (except in the proper course of your duties, as required by law or as authorised by us; and
(b) inform us immediately on becoming aware, or suspecting, that any such person, company or organisation knows or has used any Confidential Information.
10.4 All Confidential Information and copies shall be our property and on termination of the Appointment, or at our request, at any time during the Appointment, you shall:
(a) hand over all Confidential Information or copies to us;
(b) irretrievably delete any Confidential Information (including any copies) stored on any magnetic or optical disk or memory, including personal computer networks, personal e-mail accounts or personal accounts on websites, and all matter derived from such sources which is in your possession or under your control outside the Company’s premises; and
(c) provide a signed statement that you have complied fully with your obligations under this Clause 10.
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. For the avoidance of doubt, and per the Interpretation provision herein, Data Protection Legislation and this clause shall be amended and/or supplemented (mutatis mutandis) (from time to time), by any same or similar provisions coming into effect upon the United Kingdom’s exit from the European Union (Brexit).
11.2 Unless otherwise stated in a SOF, or as the relevant Service requires, the parties acknowledge that for the purposes of the Data Protection Legislation, Salesforce Ben is the controller, and the Vendor is the processor. Where the relevant Service Order, or the prevailing law requires it, in some circumstances the Vendor shall be the controller or shall be joint controller with SFB. And SFB’s privacy policies can be found here: (https://www.salesforceben.com/privacy-policy/)
11.3 Without prejudice to the generality of the above, the relevant party (as the case may be) (for the remainder of this clause, the party, the relevant party, the other party), will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement.
11.4 Without prejudice to the generality of the above, the party, in relation to any personal data processed in connection with the performance by the Vendor of its obligations under this agreement:
a) process that personal data only on the documented written instructions of the other party (as the case may be)( which, for the Vendor, are set out in our policy (Processing, personal data and data subjects)), unless the relevant party is required by Applicable Laws to otherwise process that personal data. Where the relevant party is relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, the relevant party shall promptly the other party of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the relevant party from so notifying the other party;
b) ensure that it has in place appropriate technical and organisational measures, o protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
c) without prejudice to any confidentiality provisions, ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the other party (unless it has been obtained and the following conditions are fulfilled:
e) the relevant party ) has provided appropriate safeguards in relation to the transfer;
f) the data subject has enforceable rights and effective legal remedies;
g) the relevant party complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
h) the relevant party complies with reasonable instructions notified to it in advance by the other party with respect to the processing of the personal data;
i) assist the relevant party in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
j) notify the other party without undue delay on becoming aware of a personal data breach;
k) at the written direction of the other party , delete or return personal data and copies to the other part on termination or expiry of the agreement unless required by Applicable Law to store the personal data; and
l) maintain complete and accurate records and information to demonstrate its compliance with the terms herein and allow for reasonable audits by other party by a then designated auditor of such records and information and immediately inform the other party, an instruction infringes the Data Protection Legislation.
11.5 The party consents to the other party appointing a third-party processor(s) of personal data under this agreement. The relevant party confirms that it has entered or will enter with the third- party processor which the other party confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the relevant party and the other party, the relevant party shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
11.6 Any party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
12.0 Limitation of Liability
12.1 Liabilities which cannot legally be limited. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 Subject to the above, the SFB Ventures’ total liability to the Vendor, in contract, tort or otherwise, for loss or damage, shall not exceed £100.
12.3 Types of loss wholly excluded:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated saving;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill;
g) indirect or consequential loss;
h) types of loss and specific losses not excluded;
i) sums paid by the Client Party to the Vendor pursuant to the Call-off Contract in respect of any Services not provided in accordance with the Call-off Contract;
j) wasted expenditure;
k) additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the agreement. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials;
l) losses incurred by the Client Party arising out of or in connection with any third-party claim against the Client Party which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, the Supplier’s personnel, regulators and Clients of the Client Party; and
m) anticipated savings.
12.4 The Author has given commitments as to compliance of the Services with relevant specifications. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this SOF.
12.5 Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.1 In order to protect the Confidential Information and our or any Group Company’s business connections to which you have access as a result of the Appointment, you covenant with us (on our own behalf and as trustee and agent for each Group Company) that you shall not:
(a) for twelve months after Termination, solicit or endeavour to entice away from us orany Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
(b) for twelve months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from us or any Group Company any Restricted Person;
14.0 Force Majeure
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving fourteen days written notice to the affected party.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
17.0 Rights and Remedies
17.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
18.2 If any provision or part-provision of this agreement is deemed deleted under Clause 18 (Rights and Remedies) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.0 Entire Agreement
19.1 The parties agree that the agreement constitutes the entire agreement between them, and supersedes all previous drafts, agreements, arrangements and understandings between them, whether oral or written.
20.0 No Partnership of Agency
20.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21.0 Third Party Rights
21.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
21.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
(i) Any notice given to Salesforce Ben under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the following addresses (or an address substituted in writing by the party to be served): [email protected]
(ii) Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address; or
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
24.0 Governing Law and Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.