(1) ULTIMATE ANGULAR LIMITED trading as Ultimate Courses incorporated and registered in England and Wales with company number 07690582 whose registered office is at 2 Coped Hall Business Park, Royal Wootton Bassett, Swindon, England, SN4 8DP (“Ultimate Angular”); and
(2) You (the “Blogger”)
each a “Party” and together the “Parties”.
(A) Ultimate Angular owns and operates the Website (defined below). Ultimate Angular wishes for certain content to be published on its Website regarding the training courses and materials available from Ultimate Angular to its customers.
(B) The Blogger is in the business of providing Blogging Services. Ultimate Angular wishes to appoint the Blogger to provide the Blogging Services on and subject to the terms and conditions set out in this Agreement.
DEFINITIONS AND INTERPRETATION
In these terms, the following definitions apply:
Agreement: means this document between the Parties together with its schedules as if set out in the main body of this document;
Blog Deliverables: means any and all output (in any form) resulting from the Blogging Services;
Blogging Services: means the preparation and provision of any review, article, commentary, opinion, conversation, discussion, text, information, images, audio or video material in whatever medium or form (in each case) in respect of the Training Courses;
Business Day: means a day other than a Saturday, Sunday or public holiday in England (United Kingdom) when banks in London are open for business;
Defects: means third party Intellectual Property Rights, defects, errors, omissions, inaccuracies;
Delivery Date(s): means the date(s) specified by Ultimate Angular from time to time;
Effective Date: means the date you agree to this agreement and submit your blog article idea;
Fees: means Two Hundred and Fifty ($250) United States Dollars per Blog Deliverable inclusive of any Taxes;
Intellectual Property Rights: means all rights, title and interest in the following: copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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;
Marks: means any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of Ultimate Angular whether or not registered;
Taxes: means any value added tax or replacement thereof, any taxes, impositions, duties, levies, and charges;
Training Courses: means Ultimate Angular’s training courses and materials available via the Website and being in respect of technological code and coding; and
Website: means https://ultimatecourses.com.
Clause and schedule headings do not affect the interpretation of this Agreement.
References to clauses and schedules are (unless expressly otherwise provided) references to the clauses and schedules of this Agreement.
If there is an inconsistency between any of the provisions in the main body of this Agreement and the schedules, the provisions in the main body of this Agreement shall prevail.
Unless the context otherwise requires, words in the singular shall include the plural and those in the plural include the singular.
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 under that statute or statutory provision.
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.
A person includes a corporate or unincorporated body (whether or not having separate legal personality).
Writing or written excludes fax but includes email.
COMMENCEMENT, TERM AND STATUS
This Agreement shall come into force on the Effective Date and shall continue in full force and effect until terminated in accordance with its provisions.
Ultimate Angular appoints the Blogger on a non-exclusive basis to provide the Blogging Services and the Blog Deliverables (in each case) on and subject to the terms of this Agreement. The Blogger accepts such appointment.
Where the Blogger is an individual, the relationship of the Blogger to Ultimate Angular will be that of independent contractor and nothing in this Agreement shall render him an employee, worker, agent or partner of Ultimate Angular and the Blogger shall not hold himself out as such.
Where the Blogger is an individual, this agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Blogger shall be fully responsible for and shall indemnify Ultimate Angular for and in respect of:
any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Blogging Services, where the recovery is not prohibited by law. The Blogger shall further indemnify Ultimate Angular against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Ultimate Angular in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Blogger against Ultimate Angular arising out of or in connection with the provision of the Blogging Services, except where such claim is as a result of any act or omission of Ultimate Angular.
Ultimate Angular may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Blogger.
OBLIGATIONS OF THE PARTIES
Ultimate Angular is under no obligation to request any Blogging Services from the Blogger.
The Blogger shall provide:
such Blogging Services as Ultimate Angular may request in writing from time to time;
the Blogging Services and the Blog Deliverables in accordance with schedule 1; and
the Blogging Services and the Blog Deliverables (in each case) by the applicable Delivery Date(s).
In the provision of the Blogging Services the Blogger shall exercise the highest level of care, skill and diligence in accordance with best practice in the Blogger’s profession.
The Blogger shall:
ensure that the Blogging Services and the Blog Deliverables (in each case) will conform in all respects with Schedule 1 and that the Blog Deliverables shall be fit for any purpose expressly or implicitly made known to the Blogger by Ultimate Angular;
co-operate with Ultimate Angular in all matters relating to the Blogging Services;
comply with Ultimate Angular’s instruction(s) from time to time; and
ensure that the Blog Deliverables are free from Defects.
Time is of the essence in relation to any and all Delivery Dates. If the Blogger fails to meet the applicable Delivery Date(s) then without prejudice to Ultimate Angular’s right to terminate this Agreement and any other rights it may have Ultimate Angular may:
refuse to accept any subsequent performance of the Blogging Services which the Blogger attempts to make;
purchase substitute services from elsewhere;
hold the Blogger accountable for any loss and additional costs incurred; and
have any Fees and amounts previously paid by Ultimate Angular to the Blogger in respect of the affected Blogging Services refunded by the Blogger in full and without deduction or counterclaim.
Ultimate Angular shall use reasonable endeavours to name the Blogger as the author of the Blog Deliverables.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
Nothing in this Agreement grants any Intellectual Property Rights in the Website, the Marks, and/or the Training Materials (in each case) to the Blogger. All Intellectual Property Rights in the Website, the Marks, and/or the Training Materials shall remain with and vest in Ultimate Angular.
The Blogger assigns to Ultimate Angular with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Blog Deliverables.
The Blogger shall obtain waivers of all moral rights in the Blog Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
The Blogger shall without delay at Ultimate Angular’s request do (or procure to be done) all such further acts and things and the execution of all such other documents as Ultimate Angular may from time to time require for the purpose of securing for Ultimate Angular the Intellectual Property Rights assigned to Ultimate Angular in accordance with clause 4.
The Blogger shall provide Ultimate Angular with the necessary permissions and rights of access on GitHub/other websites to take a copy of any final code used by the Blogger for the creation of any Blog Deliverables.
Ultimate Angular grants to the Blogger a limited, non-exclusive, non-transferrable, royalty free, licence to promote the Blog Deliverables on and subject to the following conditions:
the full content of any Blog Deliverable is not published or made public;
no more than the first paragraph, or as otherwise agreed, of any Blog Deliverable is published or made public and
a “read more” hyperlink to the Website is included.
For the purposes of clause 4.6, promotion of the Blog Deliverables may include (without limitation and on a non-illustrative basis) publication on the Blogger’s own website, in any forum that the Blogger contributes to, any chat or social media pages that the Blogger contributes to.
The licence granted by Ultimate Angular to the Blogger pursuant to clause 4.6 shall terminate immediately upon the termination of this Agreement.
The Blogger acknowledges and agrees that the Marks constitute Ultimate Angular’s property.
The Blogger shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the Marks.
At no time during the term of this Agreement or thereafter shall the Blogger attack, challenge or file any application with respect to any Mark.
FEES AND PAYMENT
For each Blog Deliverable published by Ultimate Angular on the Website, Ultimate Angular shall pay the Blogger the Fees via PayPal (or by Bacs on request) within 7 Business Days of receipt of an invoice for payment from the Blogger.
If Ultimate Angular fails to make any payment due to the Blogger under this Agreement by the due date for payment, then Ultimate Angular shall pay interest on the overdue amount at the rate of 1% a year above Barclay’s Bank base rate from time to time but at 1% a year for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Ultimate Angular shall pay the interest together with the overdue amount.
Ultimate Angular shall pay the Fees in United State Dollars or the legal currency of the United State of America from time to time.
REPRESENTATIONS AND WARRANTIES
The Blogger represents and warrants to Ultimate Angular on a continuing basis that:
it has full power and authority to enter into and perform this Agreement;
the Blog Deliverables:
do not infringe any third party’s Intellectual Property Rights, other proprietary rights or rights of privacy;
do not violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control);
are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
are not obscene, pornographic or liable to incite racial hatred or acts of terrorism;
do not violate any laws regarding unfair competition, anti-discrimination or false advertising;
do not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
have not prior to publication on the Website previously been published by the Blogger or any third party in any form.
Clause 7 shall survive the termination or expiry (as applicable) of this Agreement.
LIMITATION OF REMEDIES AND LIABILITY
Nothing in this Agreement shall operate to exclude or limit a Party’s liability for:
death or personal injury caused by its negligence; or
any 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; or
any other liability which cannot be excluded or limited under applicable law.
The Blogger shall indemnify Ultimate Angular against all costs, claims, damages, losses and expenses (in each case) arising as a result of any claim or action that the Blog Deliverables infringe any Intellectual Property belonging to a third party.
Clause 9 shall survive the termination or expiry (as applicable) of this Agreement.
TERMINATION AND CONSEQUENCES OF TERMINATION
Either Party may terminate this Agreement with immediate effect by giving the other written notice.
On expiry or termination of this Agreement:
any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect;
the Blogger shall at Ultimate Angular’s request and within the timescale specified by Ultimate Angular remove any and all of the Blogger’s promotion of the Blog Deliverables;
unless Ultimate Angular requests otherwise, where commenced by the Blogger prior to the termination date the Blogger shall complete any and all Blogging Services and deliver the Blog Deliverables (in each case) on and subject to the terms of this Agreement; and
Ultimate Angular is under no obligation to pay the Blogger the Fees or any amounts (in each case) in respect of any and all incomplete Blog Services and/or Blog Deliverables.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 21 Business Days the Party not affected may terminate this Agreement by giving 7 Business Days written notice to the affected Party.
Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party except as permitted by clause 12.
Each Party may disclose the other Party’s confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this clause 12; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under this Agreement.
Any notice given to a Party under this agreement shall be in writing and shall be:
delivered by hand or airmail or by pre-paid first-class post or other next working day delivery service at its registered office (if a company); or
The Blogger: Your email address given when submitting the blog article submission form.
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
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 at the time recorded by the delivery service; and
if sent by airmail on the seventh Business Day after posting;
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. In this clause 13.2.4, business hours means 9.00am to 5.00pm on a Business Day.
This clause 13 does not apply to the service of any proceedings or other documents in any legal action.
The Blogger shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of Ultimate Angular), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The Blogger may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of Ultimate Angular.
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each Party acknowledges that it shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
THIRD PARTY RIGHTS
This Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
VARIATION, WAIVER, RIGHTS AND REMEDIES, NO PARTNERSHIP OR AGENCY
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
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.
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.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
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.
If any provision or part-provision of this Agreement is deemed deleted under clause 19.1, 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.
This Agreement and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation are governed by and construed in accordance with the law of England.
The Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Agreement or its subject matter or formation.
This Agreement will be entered into by the Parties on the date stated at the beginning of it, upon acceptance of the Blogger's article submission.
High level requirements for Blog Deliverables
The Blogger shall:
provide the Blog Deliverables in Markdown or Microsoft Word Format or in such other form and format as Ultimate Angular may request from time to time;
ensure that any and all Blog Deliverables are the original work of the Blogger that have not been published on any other website, forum, chat, social media network or any other publishing media;
submit the Blog Deliverable to Ultimate Angular for review and update the Blog Deliverable in accordance with any requests from Ultimate Angular ready for final edit and publication by Ultimate Angular on the Website;
at Ultimate Angular’s request, include such hyperlinks within the Blog Deliverable specified by Ultimate Angular;
correctly and accurately include appropriate referencing to any and all third party sources and cover images used by the Blogger in the Blog Deliverables as endnotes and not linked within the Blog Deliverable; and
Ultimate Angular may from time to time at its sole discretion and upon notice to the Blogger change the high level requirements for Blog Deliverables set out above.
Reservation of rights
Ultimate Angular reserves the right to (a) refuse publication of any Blog Deliverables and/or (b) remove any Blog Deliverable published on the Website.