Business Guide Certification Licensing Agreement

 

By undertaking the AgBook Certified Business Guide Certification Program, you agree to abide by this agreement made between AgBook Agribusiness Training and Advisory Ltd (hereafter AgBook) and you (hereafter Guide).

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Term for Certified Business Guide License 

Pending completion of the certification program and approval from the AgBook team, this Agreement certifies [GUIDE NAME] as an AgBook Certified Guide for a period of twelve (12) months following certification. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms, subject to ongoing compliance with this agreement. If the Guide does not wish to renew the terms of this Agreement, written notice must be submitted to AgBook at contact@agbooktraining.com.

 

Business Guide Certification Non-Refundable Licensing Fees

First year — K550 for an individual Business Guide license

 

What is an AgBook Certified Guide?

An individual trained and licensed by AgBook to use AgBook products and services.

 

Ownership and Rights of Usage

AgBook maintains ownership of all intellectual property content and rights. An AgBook Certified Guide is licensed during the term to use AgBook content to fulfill their duties and utilize the accompanying privileges as a Certified Guide. It is expressly agreed that the purchase of a license is not a purchase or transfer of ownership of any AgBook proprietary materials or intellectual property.

 

Intellectual Property License Notice

Becoming an AgBook Certified Business Guide creates a limited, revocable license for the use and presentation of AgBook materials exclusively as provided herein. All other rights are expressly reserved by AgBook. The AgBook materials are protected in whole and/or in part by state and federal copyright laws, trademark laws, and international treaty provisions. All title and copyrights in and to the AgBook materials, including but not limited to any images, photographs, animations, video, audio, music, text, electronic applications, and accompanying printed materials incorporated into AgBook materials and any copies of materials associated with the AgBook materials, are owned by AgBook. No one is authorized to copy any audio, video, lesson, or AgBook materials without the prior written consent of AgBook. If violated, AgBook may commence civil action seeking monetary damages, attorneys’ fees, injunctive relief, and, in appropriate circumstances, criminal prosecution, with all reasonable legal and attorneys’ fees to be paid by the infringer and/or third parties.  Material that is used by AgBook that is freely available under creative common copyright license or approved for free use by creators are excluded.

 

Licenses included in the Business Guide Program

• One (1) license to use AgBook products and services
• One (1) registration to the AgBook Business Guide Certification Training
 

Business Guide Payments and Commissions

As an AgBook Guide, you will receive the following payments:

• 50% of the profits of AgBook products and services that you deliver in accordance with an approved AgBook work order.  This is in addition to being paid for project delivery. Note that profits are income less project expenses and a margin to cover administration and marketing costs.

• Commission for items included in AgBook Partnership Program when sell it using your custom referral link. Purchases made without the referral code will not be eligible for commissions.

• Commissions will be paid by the 15th of the month following the date they were earned.

 

A Business Guide may not:

1. Remove the AgBook, and/or other associated brand logos, copyright and/or logo from provided AgBook materials. Doing so would infer the content to be the Guide’s original content, ideas, or copyright.

2. Perform unauthorized “AgBook services” for the sole purpose of directing profits to themselves.

3. Change, modify, edit, transfer to another format, add to, or alter in any way AgBook materials without the express written consent of AgBook.

4. Reproduce, copy, or disseminate AgBook materials in any manner or medium not authorized by AgBook. This prohibition includes any digital posting, reverse engineering, copying, or distribution on any web platform, YouTube, social media, or any other means of digital dissemination.

5. Use the AgBook logo in any way aside from on provided AgBook materials.

6. Display their Certified Guide badge after their term has expired.

7. Bind AgBook to any contract, obligation, or pledge of any nature. Guide is prohibited from entering into any agreements or making any representation that may infer liability or cause financial responsibility on behalf of AgBook, its employees, or assigns.

 

Assignment

The limited rights granted to Guide hereunder are not assignable or transferable absent the express written Consent of AgBook. Any unauthorized transfer or assignment will be deemed void.

 

No Warranty

The AgBook site, its content, and all services, materials, and products associated with the site or any content or materials provided are provided on an “as-is” and “as-available” basis. AgBook makes no representations or warranties of any kind, express or implied, as to the content or operation of our site or of the services. Guide expressly agrees that their use of AgBook’s sites or services is at their sole risk.

AgBook makes no representations, warranties, or guarantees, express or implied, regarding the accuracy, reliability, or completeness of the content on our site or of the services, and expressly disclaim any warranties of non-infringement or fitness for a particular purpose. AgBook makes no representation, warranty, or guarantee that the content that may be available through the services is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information. Access and use of the AgBook site may be interrupted from time to time for any of several reasons, including without limitation the malfunction of equipment, periodic updating, maintenance or repair of the site, or other actions that AgBook, in its sole discretion, may elect to take.

 

Indemnity and Waiver

Without waiving any other limitations or indemnity rights of AgBook herein, AgBook assumes no liability and Guide waives any claim against AgBook for Guide’s use of any training or materials, including any claims by individuals arising from Guide’s consulting activities. Guide hereby releases, indemnifies, and holds AgBook harmless from any and all claims related to Guide’s use of the training, AgBook materials, or any other claim arising from or related to any aspect of Guide’s activities. Guide agrees to indemnify and hold AgBook and its Affiliates, Officers, Agents, Employees, Members, and Third-Party Vendors harmless from any and all claims, liability, and expenses, including reasonable attorneys’ fees and costs, arising out of Guide’s use of the AgBook site, services, materials, or breach of this Agreement (collectively referred to as “Claims”).

AgBook reserves the right, in our sole discretion and at our own expense, to assume the exclusive defence and control of any Claims. Guide agrees to reasonably cooperate as requested by us in the defence of any Claims.

Neither AgBook, nor any third-party vendor shall be responsible or liable to Guide or to any third party, whether in contract, warranty, or tort (including negligence) arising in whole or in part from Guide’s access to our site, use of our services or materials, or this agreement.

Subject to applicable law, AgBook, is not liable for any of the following: (a) any indirect, special, incidental, consequential, exemplary, liquidated, or punitive damages, including but not limited to loss of profit, revenue, or business; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet system requirements; (c) damages or losses related to professional services or advice of third parties, including advertisers. The above limitations apply even if AgBook, has been advised of the possibility of such damages. This agreement sets forth the entire liability of AgBook and is Guide’s exclusive remedy with respect to the services and materials referenced herein. In no event may Guide bring any claim or cause of action against AgBook more than one year after such claim or cause of action arises.

 

Relationship of the Parties; Required Disclaimer

Guide agrees that AgBook may use Guide’s feedback, suggestions, and ideas in any way, including in future modifications of materials, other products or services, advertising, social media, and marketing. Guide grants us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty-free license to use the feedback Guide provides to us in any way.

Nothing herein shall be construed as an employment or agency relationship between the parties. Guide will in no way be entitled to act on behalf of or otherwise bind AgBook to any obligation or liability whatsoever. These parties at all times are independent contracting parties.

 

Termination

AgBook may terminate training, any service, license, or any privilege without liability or refund of any fees to Guide as follows:

• AgBook may terminate due to a material breach of any provision of this Agreement.

• AgBook may terminate this Agreement due to events of force majeure, including but not limited to acts of God, death or sickness of key personnel, natural disaster, weather, terrorism, acts of war, or other events beyond AgBook’s control.

• AgBook may revoke any licenses granted hereunder at any time if, in AgBook’s sole discretion, Guide misuses any license, engages in character unbecoming of a AgBook Guide, or if AgBook discovers any defect or infringement of any licensed material. Additionally, Guide is not to engage companies that are selling or promoting goods or services, which are illegal, or have, in AgBook’s sole discretion, immoral objectives or motives.

• In the event AgBook is publicly accused of: (a) an act of moral turpitude; (b) violation of any law; (c) any other conduct which subjects or could subject AgBook to public ridicule, contempt, scorn, hatred or censure; or (d) conduct that could, in AgBook’s sole discretion, materially diminish potential sales of AgBook’s services or materials, then AgBook shall have the right to terminate this Agreement.

 

Governing Law

This Agreement, all transactions or other interactions between and among the parties will be governed by the laws of Papua New Guinea.

 

Miscellaneous

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.

If AgBook does not exercise or enforce any legal right or remedy that is contained in the Agreement, such decision on AgBook’s part will not serve as formal waiver of our rights and that those rights or remedies will still be available to AgBook.

All covenants, agreements, representations, and warranties made in this Agreement shall survive Guide’s acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between the parties regarding the subject matter of the same and supersedes all other previous agreements.

AgBook may modify this Agreement from time to time. Any and all changes to this Agreement will be sent to Guide via email. Guide is deemed to accept and agree to be bound by any changes to the Agreement when Guide uses our services and materials after those changes are sent.

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BUSINESS GUIDE CODE OF ETHICS

 

Introduction

 

AgBook Agribusiness Training and Advisory Ltd (AgBook) abides by the following Code of Ethics.

 

This code of ethics forms part of the commitment of AgBook and it’s Business Guides to:

 

• Develop realistic and practical solutions to client problems.

• Act in the client’s best interests at all times.

• Render impartial, factually based, independent advice.

• Behave with integrity and professionalism at all times.

• Agree with the client in advance on the basis of fees.

• Safeguard confidential information.

 

AgBook requires adherence to this Code of Ethics as a condition of engagement as a Business Guide.

 

The Code sets out the principles of the ethical practice of business consulting. The purpose of this
Code is to ensure AgBook and our Business Guides, maintain their professionalism and adhere to high ethical standards while providing services to clients; and also in their dealings with their colleagues and the public.

 

The individual judgement of Business Guides is required to apply these principles and persons may be liable to disciplinary action under the AgBook rules if their conduct is found to:

 

• Be in violation of the Code, or

• Bring discredit to AgBook or any of the Business Guides.

 

AgBook will investigate any such complaint and, amongst other options, may sever its relationship with a Business Guide if a breach is confirmed.

 

AgBook Code of Ethics

 

1. It is the objective of each Business Guide to assist his or her clients to add value to the client’s enterprise, whether that enterprise takes the form of a business, a not-for-profit organisation or any element of government.

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2. Business Guides will serve their clients with integrity, competence, objectivity, independence, and professionalism.

 

3. Before commencing any engagement, a Business Guide will ensure the client has realistic

expectations of the objectives, scope, expected benefits, work plan and fee structure of the

assignment.

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4. A Business Guide recognises that the client’s enterprise has many stakeholders whose interests are sometimes divergent and will seek to balance and reconcile these different interests in their guidance to the client.

 

5. A Business Guide’s advice to the client will be delivered with independence and courage; always focusing on the long-term best interests of the enterprise as a whole, even when this guidance may lead to actions such as restructuring or retrenchments that may be painful in the short-term.

 

6. A Business Guide will continually invest in professional development to keep abreast of evolving knowledge within their profession and in areas of technical expertise.

 

7. A Business Guide will treat all confidential client information appropriately; will take reasonable steps to prevent access to confidential information by unauthorised people and will not take advantage of proprietary or privileged information, for use by the Business Guide or others, without the client’s permission.

 

8. A Business Guide will avoid conflicts of interest, or the appearance of such, and will disclose to the client immediately any circumstances or interests that they believe may influence their judgment or objectivity.

 

9. A Business Guide will represent the profession with integrity and professionalism in their relations with clients, colleagues and the general public.

 

10. A Business Guide will respect the rights of AgBook proprietary information or methodologies and not use them without permission from AgBook.

 

11. A Business Guide will not accept commissions, remuneration, or other benefits from a third party in connection with any recommendations to a client without that client’s prior knowledge and consent and will disclose in advance any financial interests in goods or services that form part of such recommendations.

 

12. A Business Guide will not advertise AgBook services in a deceptive manner nor misrepresent or

denigrate other consulting practitioners.

 

13. A client, a member of the public or a Business Guide of AgBook may report any perceived violation of the Code of Ethics to AgBook. In the event of such complaint a review meeting will be convened to investigate and recommend appropriate actions, including but not limited to: mediation, arbitration or sanction against the Business Guide concerned.