These are the Terms on which You, subject to holding the appropriate current Authorisation or Licence Level, may provide training on the Approach.
The definitions and rules of interpretation in this clause apply to these Trainer & Course Leader Terms. Any words defined in the Terms of Thrive Membership shall have the same meaning here but in the event of any conflict between the two, the terms of this document shall take precedence.
Agreement: the agreement between You and Thrive contained in these Trainer & Course Leader Terms, the Trainer’s Licence Application Front Sheet or the Course Leader’s Licence Application Front Sheet and the Terms of Thrive Membership.
CTA: any assignment to train accepted by you.
Licence Fee: the annual fee in such sum specified on the relevant Licence Application Front Sheet.
Thrive–Online: Thrive’s assessment tool at www.thriveapproach.com.
Training Materials: Thrive’s course notes, PowerPoint presentations, film clips and other training materials prepared for Trainers or Course Leaders by Thrive as well as Delegate Packs.
Start Date, Termination Date & Trainer Authorised Course List: as specified on the relevant Licence Application Front Sheet.
2. Scope and Term
2.1. Thrive authorises you to provide training on the Approach in courses arranged by Thrive in accordance with the terms of this Agreement that are on your Authorised Course List, from the Start Date to the Termination Date. You may only provide Thrive training on courses arranged by Thrive.
2.2. Subject as provided below, this Agreement commences on the Start Date and runs until the following 31st August when it shall, unless renewed in accordance with clause 2.3 below, terminate automatically without the need for notice to be served by either side.
2.3. In order for this Agreement to be eligible for renewal You must:
(a) Comply with all CPD and quality assurance requirements relevant to your Licence Level as notified by Thrive from time to time;
(b) Complete an application; and
(c) Pay the then current Licence Fee.
Thrive reserves the right to refuse at its sole discretion to renew this Agreement, or to revoke it at any time if the eligibility criteria in this clause are not met.
2.4. Either of us may terminate this Agreement by giving a minimum of 90 days’ notice in writing.
2.5. Thrive shall be entitled to terminate this Agreement immediately on notice if:
(a) You are in breach any of the terms of this Agreement; or
(b) You cease to be a Member of Thrive for whatever reason.
3. Fees and Costs
3.1. In consideration of being granted a Trainer’s Licence by Thrive, Thrive shall invoice and You shall pay the Licence Fee within 30 days of the date of such invoice.
3.2. You must pay all expenses, costs and charges you incur in carrying out your training courses, unless otherwise agreed by Thrive in advance and in writing.
3.3. Thrive-Online. You acknowledge that a separate subscription is required in order to use Thrive-Online and that use of Thrive-Online will be required for many courses.
4. Training Assignments
4.1. If you agree to a training assignment, the details, and any extra terms, will be set out in a CTA.
4.2. Thrive shall not be under any obligation to offer training assignments to you and you are not under any obligation to accept any CTA.
4.3. You acknowledge that, if you agree to deliver courses, then travel and overnight stays in the UK may be necessary.
4.4. The termination of this Agreement shall have the following effect in respect of agreements in respect of accepted CTA’s and for other tasks that have not been fully performed:
(a) where the first day of training has already been provided at the termination, the CTA will stay in full force and effect;
(b) where the first day of the relevant training is within the three months following the termination date, the CTA will stay in full force and effect; and
(c) the remainder, unless otherwise agreed, will terminate at the same time as this Agreement.
5. Intellectual Property Rights (IPR)
5.1. You acknowledge that the IPR in the Training Materials and the Delegates Packs belong to Thrive and that you must:
(a) not permit any other person to use the Training Materials or any of the Thrive IPR; or
(b) use the Training Materials or the Thrive IPR other than as permitted by this Agreement.
5.2. If You learn of any threatened or actual infringement of the Thrive IPR, or of any circumstance which suggests that the use of the IPR may infringe the intellectual property of a third party, you must immediately inform Thrive, giving all details as Thrive requests.
5.3. If you create any additions or amended versions of the Training Materials, then you agree these are assigned to Thrive and you waive your moral rights in respect of the same.
6. Training and Standards
6.1. You must:
(a) teach and practice the Approach with all due care and attention and strictly in accordance with the provisions of the appropriate Training Materials;
(b) only train Members, unless otherwise specified for that course;
(c) only give training in the Approach through courses organised by Thrive;
(d) seek to further the reputation and standing of Thrive and the Approach;
(e) not develop, or assist others to develop, services, software or documentation that compete or are intended to compete with the Business or the Approach or use any part of the IPR;
(f) not offer any services or provide any documentation which competes with the Business or the Approach;
(g) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 and also comply with Thrive’s ethics and anti-bribery policy;
(h) comply with all reasonable standards of safety where the training is provided and Thrive’s health and safety procedures;
(i) report to Thrive any unsafe working conditions or practices;
(j) when so requested by Thrive at any time promptly return to Thrive all and any Thrive Property.
(k) provide reports on the training you carry out as may be reasonably requested by Thrive; and
(l) inform Thrive of any improvement, addition or modification to the Business or Approach which comes to your attention.
6.2. Thrive shall be entitled to:
(a) notify You of the reasonable standards of quality which should be applied by You. You agree to comply with such standards which are defined in Thrive’s Quality Assurance documentation;
(b) attend any training being provided by You; and
(c) suspend or revoke your Authorisation or Licence if you are in breach of this Agreement.
7.1. You shall:
(a) not use, when providing a course, any written materials (whether paper or electronic) other than Training Materials or Delegates Packs that have been supplied by Thrive;
(b) destroy all out of date copies of any Delegate’s Pack or the Training Materials immediately on receiving notification from Thrive.
7.2. You are reminded that the Delegate’s Packs, Trainer’s Manuals and all other information (with the exception of marketing materials) issued by Thrive relating to the Approach are confidential.
8.1. Since you are likely to obtain, in the course of providing training, Thrive’s confidential information and personal knowledge of and influence over Thrive’s customers, you agree that you will not during this Agreement and for 6 months after its termination, in competition with the business of Thrive, directly or indirectly:
(a) interfere or seek to interfere in any contract between Thrive and any third party; and/or
(b) solicit or seek to solicit any person, firm or company to terminate or alter any contractual relationship between them and Thrive; and/or
(c) provide services to any person firm or company that was a customer or prospective customer of Thrive and with whom you has had contact while performing the Services; and/or
(d) discourage any person, firm or company from entering into contractual relations with Thrive,
provided that it shall not be a breach of clause (d) for you to provide consultancy services or training that is not competitive with that offered by Thrive.
9. Trade Marks.
You may, while this Agreement is in force, may describe yourself as ‘a Thrive Licensed Trainer’ or ‘Thrive Course Leader’ as appropriate and make free use of any marketing materials supplied by Thrive for awareness and marketing. You may not otherwise use the Thrive trade marks (including Thrive Approach) or the ‘Swoosh” without permission
10. Variation, Assignment & Agency
10.1. Thrive reserves the right to vary the terms of this Agreement at any time on 90 days’ notice.
10.2. This Agreement is personal to You. Except as provided in a CTA, you may not engage or permit any other person to deliver training on the Approach on your behalf.
10.3. Nothing in this Agreement confers or implies an agency arrangement as between You and Thrive and you have no authority to enter into contracts or other arrangements on behalf of Thrive or to provide Thrive courses on your own account.
11. Entire Agreement
This Agreement constitutes the entire agreement between us and supersedes all prior agreements relating to your license to carry out training. No director, employee or agent of Thrive is authorised to make any representation or warranty not contained in this Agreement and You acknowledge that you have not relied on any such oral or written representations.
12. Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of England & Wales and the courts of England & Wales shall have exclusive jurisdiction.