Bitesize Licence Agreement

Parties

(1) Byrne Dean Limited incorporated and registered in England and Wales with company number 04702620 whose registered office is Jerroms GCN, West Point, Second Floor, Mucklow Office Park, Mucklow Hill, Halesowen, B62 8DY (Licensor)

(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Licensee)

BACKGROUND

(A) This Agreement regulates access by the Licensee to the Materials which are provided by the Licensor.

(B) The Licensor owns the intellectual property rights in the Materials (as defined below).

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Authorised Users: the members of staff employed or contracted directly by the Licensee.

Business Day: any day other than a Saturday, a Sunday or, or a bank holiday in England.

Initial Term: the period of 1 year from the commencement of this Agreement.

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.

Liability Cap: the total amount of payment due to the Licensor under this Agreement £[fee].

Licence Fee: £[number of videos@£800] fee for the Authorised Users in the Initial Term. Licence Fee for any additional users to be agreed in writing between the Parties prior to any additional users being given access to the course.  

Materials: the following Bitesize videos as created and provided by the Licensor:

1. What are the fundamentals of good leadership? What do I need to do?  

2. Where do people problems come from and how can I prevent something escalating?

3. As a leader, what do I need to know about mental health?

4. People challenges and difficult conversations

5. Diversity, equity and inclusion fundamentals - what do I need to know?

6. How can I make more conscious decisions; decisions without bias?

7. I think someone’s underperforming – how do I have that conversation?  

8. Someone on my team just doesn’t seem motivated – what do I need to do?  

9. I’m worried someone in my team is struggling to cope. How do I talk to them?

10. Team dynamics: I think there's potential conflict on the team. What do I do?

11. How do I create psychological safety? How can I make sure I’m approachable?

12. Someone's just said or done something problematic.  What do I need to do?  

13. What are the key employment law concepts I need to think about as a manager?

14. I’ve been asked to handle a disciplinary, complaint or grievance, how do I need to approach it?

15. What is harassment? What do I need to know?

16. Respect at work: what's my responsibility in the team?

17. Workplace culture and preventing problems: what do I need to do?

Renewal Period: each further period of one year following the end of the Initial Term.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 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. Commencement

2.1 This Agreement shall commence when both Parties have signed this Agreement and shall continue in force until the end of the Initial Term. Subject to any termination in accordance with clause 8, this Agreement shall then renew automatically for the Renewal Period at the end of the Initial Term and at the end of each further Renewal Period. There will be no Licence Fee payable on Renewal provided material is only viewed by Authorised Users and subject to the Restrictions in clause 4.

3. Licence

3.1 The Licensor grants the Licensee a non-exclusive, revocable, world wide licence to use the Materials during the Initial Term and any Renewal Period, subject to the Restrictions in clause 4.

3.2 For the avoidance of doubt, the Licensor will continue to own all Intellectual Property Rights in the Materials.

4. Restrictions

4.1 The Licensee shall:

(a) only permit the Authorised Users to view the Materials;

(b) only use the Materials to support its own employees and business;

(c) not use the Materials for the benefit of any third party;

(d) not copy, repurpose, disclose or allow access to any part of the Materials, other than to the extent reasonably necessary to obtain the benefit of the licence under clause 3;

(e) not allow the Materials to be downloaded by any Authorised User;

(f) ensure that no Authorised Users record, copy, share, or disclose any part of the Materials;

(g) immediately notify the Licensor if they require additional users (who fall outside of the scope of the agreed Authorised Users) to view the Materials during the Initial Term and any Renewal Period and pay an additional Licence Fee in respect of those users.

4.2 The Licensee agrees and accepts that the Materials will be provided in video format to be shared by the Licensee on a controlled platform so that it can only be accessed by Authroised Users within the Licensee’s business. They shall not be shared outside that business. The Licensor does not charge for support where there is a fault with the design of the videos themselves that the Licensor needs to correct, but where compatability issues lie with the Licensee and / or any Authorised Users, the Licensee agrees that the Licensor will not be responsible to provide technical support. Should the Licensor agree to provide technical support in these circumstances, the Licensee agrees that any such support will be charged at an hourly rate of £250.

5. Charges

5.1 Within seven business days of the commencement of the Initial Term,

(a) any agreed Development Fee; and

(b) the Licence Fee.

5.2 Within seven business days of the commencement of each Renewal Period, the Licensee shall pay the Licensor any additional Licence Fee and any further charges agreed between the Parties.

5.3 The Licensee shall pay the Licensor any increase to the Licence Fee based on any change in the Authorised Users during the Initial Term or each Renewal Period, any such payment to be made within seven business days of the request from the Licensor.

5.4 All sums due under this Agreement are exclusive of VAT (where applicable).

5.5 The Licensor may charge interest on any overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.6 The Licensee shall pay all sums due under this Agreement without any discount, set-off or counterclaim whatsoever.

6. Warranties

6.1 The Licensor warrants that:

(a) the Licensor is entitled to licence use of the Materials on the terms of this Agreement;

(b) use of the Materials by the Licensee in accordance with the terms of this Agreement will not infringe the rights of any third party.

7. Liability

7.1 Nothing in this Agreement shall exclude or limit the liability of the Licensor for fraud or for death or personal injury resulting from negligence.

7.2 The Licensee acknowledges that:

(a) it reviewed the extent and nature of the Materials before the entering into this Agreement;

(b) the Materials are not intended to constitute legal advice, but to present ideas on best practice for managing employee relations;

(c) the Materials have been designed for employee relations that are subject to the laws applicable in the United Kingdom;

(d) the Licensee is responsible for the decisions that it makes in managing its employees;

(e) the Charges as set out in Clause 5 have been set on the basis of the limitations of liability set out in this clause 7.

(f) The Licensor shall not be liable for any losses or damages, whether direct or indirect, which are suffered by the Licensee in connection with its use of the Materials where these constitute loss of business or revenue, loss of profits, loss of goodwill or reputation, or loss of anticipated savings.

(g) the aggregate liability of the Licensor under or in connection with this Agreement (whether for breach of contract, negligence, misrepresentation, breach of statutory duty, or otherwise) shall be limited to the Liability Cap.

8. Termination

8.1 Either party may terminate this Agreement by giving written notice to the other party:

(a) at least 90 days before the end of the Initial Term or the end of a Renewal Period (with such termination becoming effective at the end of the Initial Term or Renewal Period, as applicable);

(b) where the other party has materially breached this Agreement and has failed to provide a remedy which is satisfactory to the innocent party (acting reasonably) within 30 days of previously being given written notice;

(c) where the other party becomes insolvent, or an order is made or a resolution passed for the winding up of the other party, or an administrator, administrative receiver or receiver is appointed in respect of any part of the other party's assets or business, or the other party makes any composition with its creditors.

8.2 The Licensor may terminate this Agreement by giving written notice to the Licensee where the Licensee has failed to pay a sum under this Agreement by its due date or has breached clause 4.

8.3 Upon termination of this Agreement for any reason:

(a) the licence granted under clause  3 shall immediately terminate;

(b) the Licensee shall immediately cease to use the Materials;

(c) the Licensee shall immediately and permanently delete or destroy all copies of the Materials within its possession or control, and shall immediately confirm completion of such deletion or destruction in a written notice to the Licensor; and

(d) the Licensee shall immediately pay all outstanding sums due to the Licensor.

8.4 Termination of this Agreement shall not affect the accrued rights of the parties.

9. Miscellaneous

9.1 Neither party may assign or transfer this Agreement nor any rights or obligations under this Agreement without the written consent of the other party.

9.2 Except as expressly provided in this Agreement, the remedies provided under this Agreement are in addition to any remedies provided by law.

9.3 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

9.4 Nothing in this Agreement is intended to constitute either party the agent of the other party nor to authorise either party to make or enter into any commitments for or on behalf of the other party.

9.5 Each party shall forever keep confidential such confidential information of the other party as is acquired under or in connection with this Agreement.

10. Governing law

10.1 This 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 law of England and Wales.

11. Jurisdiction

11.1 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.

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