This Grokkables Partnership Agreement (“Agreement”) is a legal document that outlines and explains your rights and obligations as a Grokkables partner of Grokkist Ltd. (“Company”).
While you are encouraged to read through the Agreement carefully, a brief summary is provided above each section as a guide.
BACKGROUND
We are a home and a learning community for all those who insist on relating to the world with curiosity and care.
You are an educator who is interested in collaborating with us to create courses, called Grokkables, for us to share, promote and publicise on the Network.
In return for your provision of the Contributor Services, we agree to provide the Grokkist Services. The Parties accept such engagement on the terms and conditions as set out in this Agreement.
By hosting a Grokkable through our Network, you agree to be bound by the terms of this Agreement.
As a purpose-driven social enterprise, radical access and financial inclusivity is built into our business model and supported by our members. As such, by hosting your Grokkable through our Network, you agree to participate in our Forget About the Price Tag policy, available here.
SCHEDULE
For your contribution of creating and delivering the Grokkable, you'll receive 70% of the tuition fees collected, minus third-party payment processing fees. We'll make payouts to you monthly.
Any additional terms/variations we negotiate will be included in a separate Grokkable Form. The contract begins on the specified start date and continues until it is terminated (with 60 days' notice).
"We", "Grokkist", "us" or "our" means Grokkist Limited trading as Grokkist (NZCN 8346829).
Grokkist Services
The Grokkist Services are the following:
- Integrating your Grokkable onto our Network;
- Promoting your Grokkable;
- Providing you with use of our Network and associated services, including our network, event hosting software, content production software, productivity and collaboration software, for the purposes of hosting your Grokkable;
- Managing payment processing for your Grokkable(s), including any refunds;
- Wrap-around event, enrolment, and admin support for your Grokkable(s),
as further particularised in any Grokkable Form.
Contributor Services
The Contributor Services are the following:
- The creation of Grokkable(s);
- Hosting of the Grokkable(s);
- Delivery of the Grokkable(s);
- Co-promotion of the Grokkable(s);
as further particularised in any Grokkable Form.
Revenue Split
In return for providing the Contributor Services, we will provide you with 70% of the total tuition fees collected by us [excl GST] from the sale of your Grokkable(s) via the Network, minus any third-party payment processing fees (Fee).
Payment Terms
We will pay any Fees collected by us on a monthly basis during the Term.
Term
This Agreement commences on the Commencement Date and will continue until it is terminated in accordance with its terms.
TERMS AND CONDITIONS
This Agreement is entered into between us and you, together the Parties and each a Party.
(1) Services
Any changes to the services or the terms of the Agreement need to be made in writing and agreed upon by both parties.
(1.1) In consideration of our provision of the Grokkist Services, you will provide us with the Contributor Services in accordance with this Agreement, whether yourself or through your Personnel.
(1.2) In consideration for your performance of the Contributor Services in accordance with this Agreement, we will provide the Grokkist Services in accordance with this Agreement, whether ourselves or through our Personnel.
(1.3) You acknowledge and agree that:
(a) all Grokkables must align with our overall offerings and are subject to our prior written approval;
(b) we reserve the right to reject a Grokkable (or the proposed premise of one) for any reason at our discretion; and
(c) all Grokkables will be promoted as ‘Grokkist presents…’.
(1.4) Nothing in this Agreement creates an exclusive relationship between us and you, and we may during the Term enter into an arrangement with any other third party to partner with us to create a Grokkable.
(1.5) All variations to the Grokkist Services, the Contributor Services, or this Agreement must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Grokkist Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
(2) Grokkable Form
(2.1) During the Term, where the Parties wish to collaborate to generate a Grokkable, the Parties agree to enter into a Grokkable Form, which will detail the particulars of the Grokkable.
(2.2) Each Grokkable Form is subject to, and will be governed by, this Agreement and any other conditions expressly set out in the Grokkable Form. To the extent of any ambiguity or discrepancy between a Grokkable Form and this Agreement, the terms of the Grokkable Form will prevail.
(3) Your Responsibilities
You agree to maintain active communication with us and keep your profile up-to-date. You must not break any laws or do anything that damages our reputation.
(3.1) During the Term, you agree to maintain an active membership to the Network at the Groksmith tier at your own cost and in accordance with our Membership Terms and Conditions, as updated by us from time to time, unless otherwise agreed between the Parties.
(3.2) You agree to (and you agree to ensure that your Personnel):
(a) keep your profile on the Network accurate and up to date;
(b) not commit any act or omission, directly or indirectly, which may bring us (or our goods or services, Personnel or clients) into breach of any Law, the subject of any Liability, or into disrepute;
(c) comply with all applicable Laws;
(d) promptly provide us with all information in connection with the Contributor Services and this Agreement that we may reasonably request;
(e) promptly provide us with any information that affects, or may reasonably affect, us, our goods or services, our Personnel or clients/customers upon becoming aware of such information.
(3.3) Without limiting and in addition to any other obligation under this Agreement, you agree to:
(a) maintain our reputation (and that of the Network);
(b) not do anything that may adversely affect our goodwill, brand or reputation (or that of the Network);
(c) comply with all guidelines and procedures made available to you by us in relation to the marketing of the Network; and
(d) immediately inform us of any issues, concerns or matters which may (directly or indirectly) adversely affect our reputation or brand (or that of the Network), including where you have become aware of Network being defective, and cooperate with, and assist, us to respond to, or rectify or remedy, any such issues, concerns or matters.
(4) Payment
(4.1) Promptly following:
(a) the end of each month during the Term; and
(b) the last day of the Term,
we agree to provide you with a written statement setting out the details of any applicable Fees payable for the immediately preceding period (Sales Report).
(4.2) We agree to pay the applicable Fee, in accordance with the Payment Terms.
(5) New Zealand Consumer Law
(5.1) The Parties agree that:
(a) they are supplying and acquiring the Grokkist Services and the Contributor Services for the purpose of trade;
(b) to the maximum extent permitted by law, the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to this Agreement; and
(c) it is fair and reasonable that the Parties are bound by this clause 5.1.
(5.2) This clause 5 will survive the termination or expiry of this Agreement.
(6) Our Responsibilities
(6.1) We agree to:
(a) comply with all applicable Laws; and
(b) cooperate with you and provide you with all information that you reasonably require in order for you to provide the Contributor Services under this Agreement.
(7) Warranties and Representations
(7.1) Each Party represents, warrants and agrees that:
(a) it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business;
(b) that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;
(c) if applicable, it holds a valid NZBN which has been advised to the other Party; and
(d) if applicable, it is registered for GST purposes.
(7.2) You represent, warrant and agree:
(a) you are not aware of any actual or potential conflict of interest in providing the Contributor Services, and the execution and performance by you of this Agreement does not conflict with any Law or any other instrument binding on you;
(b) that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
(c) to comply with our reasonable requests or requirements;
(d) that you (and to the extent applicable, your Personnel) will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Grokkist Services;
(e) that you must not use, and you must ensure that no person uses, any part of the Grokkist Services:
- to break any Law or infringe any person’s rights (including Intellectual Property Rights);
- to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
- in any way that damages, interferes with or interrupts the supply of the Grokkist Services.
(8) Intellectual Property
You are free to offer your Grokkable elsewhere (we are non-exclusive), however if we co-create new materials with you in developing the Grokkable, we expect that you will only offer these materials exclusively via our Network unless we agree otherwise.
(8.1) As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials and Your Data; and
(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
(8.2) As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in you upon creation, unless otherwise specified in a Grokkable Form.
(8.3) We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you, solely for the purposes for which they were developed and solely for the performance of the Contributor Services by you, as contemplated by this Agreement.
(8.4) You grant us a non-exclusive, irrevocable, worldwide, royalty-free, sub-licensable and transferable right and licence to use Your Materials, and Improvements, for the purposes reasonably contemplated by this Agreement and for us to derive the benefits from them.
(8.5) You grant us an exclusive, irrevocable, worldwide, royalty-free, sub-licensable and transferable right and licence to use the New Materials and Improvements for the purposes reasonably contemplated by this Agreement and for us to derive the benefits from them. For the avoidance of doubt, you may only share Grokkables through the Network, unless otherwise agreed between the Parties.
(8.6) If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement or the performance of the Contributor Services, you agree to (and you agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
(8.7) In the performance of the Contributor Services, or the use of any Intellectual Property Rights in connection with this Agreement, you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. You agree to indemnify us for any Liability incurred by us arising from or in connection with an Intellectual Property Breach by you or your Personnel.
(8.8) Promotion, marketing and branding: The Parties grant each other a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use any marketing or promotional material that a Party provides to the other solely for the purposes for which they were developed and solely to market and promote the Network, as contemplated by this Agreement. The Parties agree not to use such promotional and marketing material for any other purpose.
(8.9) This clause 8 will survive termination or expiry of this Agreement.
(9) Your Data
(9.1) As between the Parties:
(a) Your Data is and will remain your property; and
(b) you retain any and all rights, title and interest in and to Your Data, including all copies, modifications, extensions and derivative works.
(9.2) You grant us a limited licence to copy, transmit, store, back-up and/or otherwise access or use Your Data during the Term (and for a reasonable period after the Term):
(a) to supply the Grokkist Services to you (including to enable you and your Personnel to access and use the Grokkist Services), and otherwise perform our obligations under this Agreement;
(b) to diagnose problems with the Grokkist Services;
(c) to enhance and otherwise modify the Grokkist Services, including the Grokkist Network;
(d) to develop other services, provided we de-identify Your Data; and
(e) as reasonably required to perform our obligations under this Agreement.
(9.3) You acknowledge and agree that:
(a) you are responsible for ensuring your use and disclosure of Your Data is in compliance with New Zealand Privacy Laws, and we will not be responsible for any breach of Privacy Law as a result of your disclosure of Your Data to us; and
(b) we assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back-up Your Data.
(9.4) You represent, warrant, acknowledge and agree that:
(a) you have obtained all necessary rights, releases and permissions to provide or have Your Data provided to us and to grant the rights granted to us in this Agreement;
(b) Your Data (and its transfer to and/or use, collection, storage or disclosure by us as contemplated by this Agreement) does not and will not violate any Laws (including those relating to export control and electronic communications) or the rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
(c) the operation of the Grokkist Services is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Grokkist Services.
(9.5) This clause 9 will survive termination or expiry of this Agreement.
(10) Confidential Information
(10.1) Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 10.1(c);
(b) to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure;
(c) to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with this Agreement, provided those persons keep the Confidential Information confidential in accordance with this clause 10; and
(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.
(10.2) The obligations in clause 10.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
(b) is authorised in writing to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.
(10.3) Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 10. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 10.
(10.4) This clause 10 will survive the termination of this Agreement.
(11) Limitations on Liability
(11.1) Despite anything to the contrary, to the maximum extent permitted by law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the resupply of the Grokkist Services, or the total value of the Revenue collected by you from us in the 12 months immediately preceding the event which gave rise to the relevant Liability, at our discretion.
(11.2) This clause 11 will survive the termination or expiry of this Agreement.
(12) Term and Termination
Upon termination, all services will cease, costs related to termination may be recovered if relevant (e.g. tuition refunds), and all confidential information must be returned or destroyed. The rest of the Agreement continues to apply where relevant even after the agreement expires.
(12.1) This Agreement will operate for the Term.
(12.2) Either Party may terminate this Agreement at any time following the Initial Term by giving 60 days notice in writing to the other Party.
(12.3) This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) any step is taken to enter into any arrangement between the Defaulting Party and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any part of the Defaulting Party’s assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due.
(12.4) Upon expiry or termination of this Agreement:
(a) we will immediately cease providing the Grokkist Services;
(b) if this agreement is terminated by us pursuant to clause 12.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
(c) If requested by the Disclosing Party, the Receiving Party must destroy or return to the Disclosing Party all of its Confidential Information, except that the Receiving Party may keep a copy of such Confidential Information to the extent required by law or pursuant to its information technology back-up procedures, provided always that the Receiving Party retains such Confidential Information in accordance with clause 10.
(12.5) Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
(12.6) This clause 12 will survive the termination or expiry of this Agreement.
(13) General
Neither party is liable for delays or failures caused by uncontrollable external events (Force Majeure), but allows for contract termination if such delays extend beyond 60 days. We will attempt to resolve any disputes through mediation before resorting to litigation. The agreement does not create a joint venture or employment relationship between the parties.
(13.1) Publicity: Despite clause 10, with your prior written consent, you agree that we may advertise or publicise the broad nature of our partnership with you, including on our website or in our promotional material.
(13.2) Privacy: Each Party agrees to comply with the legal requirements of the New Zealand Privacy Principles as set out in the Privacy Act 2020 and any other applicable legislation or privacy guidelines.
(13.3) Amendment: Subject to clause 1.5, this Agreement may only be amended by written instrument executed by the Parties.
(13.4) Assignment: Subject to clause 13.5, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
(13.5) Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
(13.6) Electronic Execution: This Agreement may be executed using an Electronic Signature. The Parties acknowledge and agree that if a Party executes this Agreement using an Electronic Signature, then the Party is taken to have entered into this Agreement in electronic form and the Electronic Signature is deemed to be an original execution of the Agreement by the Party. “Electronic Signature” means an electronic method of signing that identifies the person and indicates their intention to sign this Agreement which may include software programs such as Docusign.
(13.7) Disputes: Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the New Zealand Disputes Resolution Centre.
(13.8) Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under this agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
(13.9) Governing law: This Agreement is governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
(13.10) Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
(13.11) Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
(14) Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Agreement means these terms and conditions, our Forget About the Price Tag policy, and any documents attached to, or referred to in, each of them.
Business Day means a day on which banks are open for general banking business in Auckland, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date this Agreement is signed by the last of the Parties.
Confidential Information means information which:
(a) is disclosed to the Receiving Party in connection with this Agreement at any time;
(b) relates to the Disclosing Party’s business, assets or affairs; or
(c) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise:
(a) any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into this Agreement as the probable results of the relevant breach, act or omission; and/or
(b) without limiting subclause (a), any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data.
However, the Parties agree that your obligation to pay us the Price under this Agreement will not constitute “Consequential Loss”.
Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.
Dispute has the meaning given in clause 13.6.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Grokkable Form means a form which details the particulars of a Grokkable, placed in accordance with clause 2, a form of which is provided at Annexure 1 to this Agreement.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Contributor Services or the Grokkist Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Moral Rights has the meaning given in the Copyright Act 1994 and includes any similar rights in any jurisdiction in the world.
New Materials includes the Grokkable and means all Intellectual Property developed, adapted, modified or created by you in connection with this Agreement, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
Our Materials includes any promotional or marketing materials generated in connection with your Grokkable, means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.
Schedule means the schedule to this Agreement.
Your Data means your details, information, materials, logos, documents, qualifications and other Intellectual Property or data provided by you or your Personnel to us in accordance with this Agreement or stored by or generated by your use of the Grokkist Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with this Agreement. Your Data does not include any data, information or materials that we generate (or that is generated on our behalf) in connection with the Grokkist Services and that is not provided to you or that you do not have access to.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property.