Authorised IIB Partner (AIP) Agreement
Terms and Conditions
This Institute of IIB Council AIP Agreement
(“Agreement”) is between the Institute of IIB Council, commonly known as “IIB”,
whose name and place of business appear on the attached Application Form (“IIB”) and the
IIB Council Partner (AIP) whose name and principal place of business also appear on the attached
IIB hereby appoints the AIP as an Authorised IIB Council Partner subject to the terms and conditions set forth in this agreement. This appointment is non-exclusive in nature and is subject to AIP’s compliance with the terms of this Agreement.
It is hereby acknowledged by both parties that IIB Council is a division of the successful certification and training organization the International Council of E-Commerce Consults (EC-Council) and therefore EC-Council shall have the right to protect the interest of IIB if so necessary.
The purpose of this Agreement is to set forth the terms under which IIB appoints the AIP as an IIB AIP and on which AIP is authorized to deliver training on IIB products (“Training”) using course materials approved by approved by IIB (“IIB Official Courseware”).
In order to qualify and remain as an IIB AIP, AIP must be primarily dedicated to teaching and learning as determined by IIB in its sole discretion. Further, AIP must have faculty and facilities that comply with IIB criteria. It is however acknowledged that the AIP does not necessarily need to be a training centre and can include entities such as corporate bodies, government organisations, consulting firms and etc.
3. Notification of Acceptance
This Agreement shall not be considered accepted or executed by
IIB and shall not come into effect until notification by IIB to AIP of IIB’s acceptance of
AIP as an IIB AIP. Such notification (which may be in writing or sent by electronic means) shall also
contain the access ID and Password to the IIB AIP Portal. Upon receipt of this notification by AIP,
this Agreement shall be deemed accepted and executed by both parties and shall be effective forthwith.
This Agreement shall remain in effect until terminated as provided in this Agreement. Either party may terminate this Agreement at any time upon thirty (30) days’ written notice to the other party, without cause and without the intervention of the courts.
4. AIP Obligations
i) Fees and Minimum Initial Order: Upon approval into the AIP program, AIP agrees to promptly pay all application and renewal fees in accordance with this Agreement.
a) Fees and Renewal Fees: Upon approval into the AIP program, AIP is required to pay a
registration fee of USD500.00 for the first year and subsequently, pay a renewal fee of USD250.00 per
annum. AIP’s who are already Authorised EC-Council Training Partners are required to pay an
application fee of USD250.00 for the first year. The renewal fee for an AIP who is already an
EC-Council Training Partner will be the same as stated supra (USD250.00) per annum.
b) The renewal of an AIP status is subject to the purchase achieved by the AIP in the previous year. A minimum purchase target of 100 kits must be met within the first year in order for the AIP’s status to be auto-renewed. Failure to meet the purchase target of 100 kits will not allow the AIP to renew its status. The AIP will be required to reapply again as an AIP.
c) Multiple Locations Application: This agreement is only for ONE training location. However, only one legal agreement is necessary if multiple site locations are owned by the same AIP, as indicated clearly herein. For all subsequent locations, owned by the same AIP, AIP is required to pay a fee of USD400.00 for the first year and subsequently, pay a renewal fee of USD250.00 per annum.
d) Minimum Initial Order: All new applications for AIP status worldwide must be accompanied with an order and payment of a minimum number of 20 kits per IIB course. IIB reserves the right to rescind/reject any agreement and AIP status of the AIP should the proof of purchase of these kits not be submitted to IIB during the application process. Applications that are submitted without proof of purchase shall be rejected.
ii) Use of Certified IIB Instructors: Each AIP must certify at least one staff member to become a Certified IIB Instructor (CII) per site who is certified accordingly in correspondence to the certification program. IPs having multiple locations must have a CII equal to the number of authorized sites regardless of where they are located. IPs must declare the number of qualifying CII’s when joining the AIP program and annually thereafter.
iii) IIB Training Administration: During the term of this Agreement, the AIP shall be solely responsible for the marketing, delivery and managing IIB courses at their respective IPs for their clients and for ensuring that the computer equipment, software, hardware and furniture that will be required for the completion of the training is in proper working condition and order. The IIB official courseware could be purchased online at https//:store.eccouncil.org or via an authorized distributor. Prices are subject to change without prior notice.
iv) Evaluation: AIP shall be responsible for ensuring that on the last day of training all students complete the course evaluation forms and/or, AIP shall submit to IIB all course evaluations for IIB programs in a format acceptable to IIB, failure which, may result in the termination of AIP from the partner program.
v) AIP shall only be allowed to teach IIB’s Official Courseware at AIP’s facility and is strictly prohibited from delivering any classes in any format other than Instructor Led Training.
vi) Reverse Engineering: AIP agrees to not to analyse, decompile, reverse engineer or assist any third party to analyse, decompile or reverse engineer any information/material that belongs to EC-Council (including IIB Council) for any purpose whatsoever. Except for the purpose of providing the approved delivery of the authorized EC-Council Program, the AIP is prohibited from utilizing EC-Council Lab Setup Guide to build products that are distributed or sold by the AIP to any third parties Training Program utilizing EC-Council’s Official Courseware.
5. Course Delivery and Courseware
i) Training Requirements
a) Training on IIB products will be based on
Official Courseware or on IIB Endorsed Program. AIP shall conform to all IIB requirements associated
with the IIB Official Courseware, which IIB reserves the right to change, upon thirty (30) days’ notice
b) AIP will deliver IIB Official courses in a professional and competent manner at an approved AIP facility via an IIB Certified Instructor (CII) who is certified in correspondence to the certification program. CII shall also deliver the course using only current and original IIB Official Courseware. Each student will be supplied with a new, unused, and unopened student kit. Each course will be run according to the current IIB Official course delivery guideline and the AIP shall ensure that all course objectives are met. In the event that any course is cancelled, the AIP will provide the students with reasonable advance notice of cancellation.
c) AIP may conduct Training at more than one location, but only at the locations identified herein, if accepted by IIB. Each training location at which AIP intends to deliver Training must be sufficiently equipped to conduct the training as per the needs of the various programs of IIB which will be specified in the CII Portal from time to time.
d) AIP may use the name “IIB AIP” for the purposes of identifying itself as an IIB Authorized Training Partner. It shall not use it in any other ways nor incorporate the name “IIB” as part of its own name or identification, or as part of a logo, mark, or stylized representation of its own name or identification.
e) Only IIB Official Courseware is to be used or provided to a student. Replacement Courseware may not be substituted in any manner whatsoever, using any means for any of IIB’s offerings or classes. For any IIB course, the IPs must issue an electronic certificate of attendance provided by IIB when purchasing the official Courseware.
f) Training must be provided to the AIP customer in a manner consistent with IIB’s high quality standards. IIB Courseware must be taught in its entirety in order to be considered as an authorized course.
g) IIB may conduct inspections and audits during normal business hours. As background for these inspections, each AIP should maintain student and CII records and class schedules for a period of one year.
h) IIB, its affiliates, representatives and/or distributors may enforce minimum sales and/or delivery expectation and a minimum purchase requirement on a quarterly basis and the AIP hereby agrees to meet such targets set failing which, IIB reserves the right to terminate this agreement after serving a 30 days’ notice.
ii) AIP shall not offer, make available, or
sell IIB examination vouchers to any individuals that has not attended training with the AIP. AIP shall
ensure that its students complete the IIB official training before allowing them to attempt the
certification examinations. Failure to meet this requirement shall result in termination of the AIP
Agreement with the AIP and the revocation of the examination results of the exam candidates.
iii) Piracy: AIP agrees not to engage in the manufacture, use, distribution, supply, marketing or promotion of any counterfeit, pirated, or illegal software, exam vouchers, student kits or other course materials, whether directly or indirectly, and shall assist IIB or other relevant parties in the investigation and prosecution of any such activities if requested. Materials constituting IIB Official Courseware may not be copied at any time whatsoever. AIP may not delete part(s) of the IIB Official Courseware but may add materials to it.
iv) Equipment Availability and Maintenance: AIP will at all times meet all the then current requirements for facilities and equipment (including audio-visual equipment) and maintain it so as to ensure its effective use as set forth in the AIP Site.
v) AIP agrees to place on AIP’s homepage a prominent link to IIB’s website.
6. Letter of Sponsorship for CII
IIB shall provide the sponsorship letter to its first CII of the AIP to support their application.
7. Pricing and Payment Terms
i) Pricing: IIB shall provide the AIP with
IIB Official Courseware required for IIB Courses on the existing price as seen on the Official IIB
website. IIB reserves the right to amend the pricing from time to time. The AIP agrees to abide by the
Minimum Pricing Policy and agrees not to market its training programs below the recommended selling
price set by IIB and/or its distributors worldwide. Failure to adhere to this requirement shall result
in the termination of the AIP.
ii) Billing and Payment: The AIP will be solely responsible for all billing and collections with respect to its clients and customers. IIB will invoice the AIP for the initial site fee and renewal fees in accordance with the pricing policy then in effect. The AIP agrees that it shall be unconditionally liable to IIB for the payment of all outstanding amounts due to IIB and/or its representatives regardless of any customer’s failure to pay the AIP or delay in paying the AIP of any amounts relating to the products or services provided by AIP.
iii) Taxes: All prices are exclusive of all applicable taxes and customs duties unless otherwise stated. AIP agrees to pay and bear the liability of any taxes associated with the marketing, sublicensing, and delivery of the IIB materials, including but not limited to, sales, use, excise and value added taxes.
8. Quality Control
i) IIB reserves the right to review and audit
the performance level of the AIP including its staff, facilities, and equipment. AIP agrees to allow an
audit on reasonable notice, and to provide all necessary support including but not limited to sales
records, purchase records and student records. Any deficiency in training, equipment, or materials will
be identified and submitted in writing by IIB to AIP and AIP shall submit a corrective action plan for
resolving all such outstanding issues. AIP’s failure to cure such deficiencies within thirty (30)
business days after receipt of the written notification will constitute a material breach of this
Agreement and will be grounds for immediate termination of the Agreement.
ii) During the term of this Agreement and for a period of twelve (12) months after the termination or expiration hereof, IIB shall have the right, at its expense and upon no less than three (3) business days prior written notice, to audit AIP’s records to determine compliance with the terms of this Agreement including, but not limited to, compliance with IIB’s guidelines. Such audit may be conducted by IIB by its authorized representative(s), and shall not interfere unreasonably with AIP’s business activities.
9. Trademark License
i) Subject to the provisions of this
agreement, IIB grants the AIP a non-exclusive, non-transferable license to use the current IIB’s name,
logo, trademarks, insignia or symbols (collectively, the “Marks”) as applicable to the IIB
AIP program licensed by the AIP under this agreement, but solely in connection with the marketing and
advertising of the AIP’s services under this agreement.
ii) Any use of the IIB Marks must be in accordance with the current IIB trademark usage policies. AIP may not use any IIB trade names without IIB’s prior written consent.
iii) The AIP shall not alter, erase, or overprint any trademark notice provided by IIB or affix any IIB Marks to any course material or collateral.
iv) AIP acknowledges that IIB is the sole owner of the trade names, trademarks and logos used by the AIP (the “Marks”), and the AIP acknowledges the validity of the Marks. AIP agrees that it will not use the Marks, or any name, mark or logo that is confusingly similar, except in accordance with EC- Council’s policies on the use of its Marks, the current version of which is reproduced in the AIP secure site.
v) The AIP shall not do business under any of the Marks or derivatives or variations thereof, and the AIP shall not directly or indirectly hold itself out as being a subsidiary, affiliate or an agent of IIB, other than as an “IIB Authorised IIB Council Partner”.
vi) The AIP shall not apply for registration of any of IIB’s Marks or trade names or any marks or names that in the opinion of IIB are confusingly similar to or that incorporate IIB’s Marks and names.
vii) Upon termination or expiration of this agreement, for any reason whatsoever, the AIP shall immediately cease to display, advertise and use any or all of IIB’s Marks.
viii) The Marks are not to be used by the AIP in any way to imply IIB’s endorsement whatsoever of non-IIB products and/or services.
ix) All IIB materials are copyrighted and may not be reproduced, copied, or provided in any manner other than approved distribution under this Agreement.
x) The AIP is not permitted to repurpose or in any manner alter or change the materials in any way including but not limited to online presentations; without the prior written consent of IIB.
xi) The AIP shall not remove any notice of copyright, trade name, trademark or any other proprietary notice from any materials provided to the AIP hereunder, and shall reproduce all such notices on all manuals, promotional materials and other documents where the placement of such notices is necessary or desirable in order to protect IIB’s rights.
xii) The AIP may not assign this Agreement without the prior written consent of IIB. Any attempted assignment will be null and void.
10. Representations, Warranties and Indemnification
i) Each party represents and warrants as follows:
a) such party has full power and authority to
and perform its obligations under this Agreement;
b) there are no actions, proceedings or investigations, pending or, to the best of each party’s knowledge, threatened against such party which may in any manner whatsoever materially affect the enforceability of this Agreement;
c) the execution, delivery and performance of this Agreement will not constitute a breach or default under any Agreement, law or court order under which such party may be bound or affected; and
d) the AIP represents and warrants, and IIB acknowledges that the AIP maintains and will maintain significant business operations relating to product lines and services other than the sale of EC- Council Internet and intranet training.
ii) The IIB Training Program are provided as
is and with all faults, and IIB disclaims all warranties, whether express, implied, statutory or
otherwise, including without limitation, implied warranties of merchantability and fitness fora
particular purpose. In addition, there is no warranty of accuracy of information, functionality,
services and/or availability or lack thereof for the testing services and/or any IIB website referred
to or utilized pursuant to this agreement.
iii) Subject to Clause 11, AIP shall indemnify, defend and hold IIB, its directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) resulting from any pending or potential lawsuit against IIB except to the extent that such losses, damages, liabilities, costs and expenses are directly attributable to the gross negligence, reckless conduct or intentional wrongdoing of IIB, its directors, officers, agents and employees.
THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WARRANTY OF NON-INFRINGEMENT. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED PROVIDED BY IIB
12. Proprietary Information
AIP expressly undertakes to retain in confidence all non-public information and know-how transmitted to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information, however designated, that i) it received rightfully from another party prior to its receipt from the disclosing party; ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or iii) is independently developed by the receiving party. Further, either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other prompt notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Each party’s obligation under this section shall extend to the earlier of such time as the information protected hereby is publicly available through no fault of the obligated party or five (5) years following receipt of the confidential information.
i) Direct Damages: IIB LIABILITY FOR DIRECT
DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID HEREUNDER BY AIP TO IIB
FOR THE TWELVE MONTH PERIOD PRIOR TO THE CLAIM FOR DAMAGES.
ii) Special Damages: Except as expressly set forth herein, IIB shall not be liable for any damages whatsoever (including but not limited to consequential, incidental, indirect, economic, or special damages) arising out of this agreement or the transactions contemplated under this agreement, including but not limited to the services performed by IIB under this agreement or any use, disclosure, or publication of the results of such services, even if IIB has been advised of the likelihood of such damages occurring.
iii) Course Materials: In all situations involving inaccuracies or mistakes in IIB developed course materials obtained under this Agreement, IIB’s sole responsibility and the AIP’ s sole remedy is the correction or replacement of the IIB developed course materials. For any other claim concerning performance or non-performance by IIB related to the Agreement, IIB AIP may bring a claim for direct damages to the limits set forth in this Section.
iv) Third Party Claims: Save and except for claim of infringement of third party rights, IIB will not be liable for any claim by AIP based on any third party claim. Course Materials: In all situations involving inaccuracies or mistakes in IIB developed course materials obtained under this Agreement, IIB’s sole responsibility and the AIP’ s sole remedy is the correction or replacement of the IIB developed course materials. For any other claim concerning performance or non-performance by IIB related to the Agreement, IIB AIP may bring a claim for direct damages to the limits set forth in this Section.
i) Terms: This Agreement shall be effective
from the date hereof for a period of one year from the Effective Date, and shall renew automatically
for successive one-year terms, unless terminated by either party. All renewals shall be subjected to a
renewal fee as enumerated under Clause 4(1)(a) of this Agreement. Either party may terminate this
Agreement, with or without cause, by providing thirty (30) days prior written notice to the other
ii) Subject to applicable law, IIB may terminate this Agreement for any of the following reasons:
a) Default: AIP fails to comply with or is in
default under any provision of this Agreement, including any provision of the Courseware;
b) Criminal Offence: AIP or a principal thereof is convicted in a court of competent jurisdiction of a criminal offence;
c) Bankruptcy: AIP files or suffers the filing of a voluntary bankruptcy petition which is not dismissed within thirty (30) days after filing or seeks voluntarily to take advantage of any insolvency laws, is adjudicated as bankrupt, becomes insolvent, suffers permanent or temporary court appointed receivership of substantially all of its property, or makes a general assignment for the benefit of its creditors;
d) Payment: AIP is delinquent in the payment of any IIB invoice under any Agreement between AIP and IIB unless otherwise provided in another Agreement between AIP and IIB, payments due under this Agreement shall be delinquent if not paid within thirty (30) days after the date of the invoice;
e) Subject to applicable law, termination will become effective (“Termination Date”) thirty (30) days after receipt by AIP of any written notice of termination from IIB unless, prior to the Termination Date, AIP cures the grounds for termination specified in the notice.
f) If any act or omission of AIP upon which the termination is based has the potential to materially impair the reputation of IIB, as determined by IIB, termination shall be effective three (3) days after receipt of the notice of termination, unless prior to the expiration of the three (3) day period, the AIP cures the grounds for termination set forth in the notice. AIP may terminate this Agreement, with or without cause, upon thirty (30) days prior written notice to IIB.
15. POST-TERM Obligations and Rights Upon the termination or expiration of this Agreement:
i) AIP will stop teaching the IIB Courses,
except that AIP may complete any courses then in progress;
ii) AIP will not represent to the public that it is authorized to teach the curricula;
iii) AIP will stop using in advertising or in any other manner, the Marks, Symbols, and other identifying characteristics or indicia of IIB, and AIP will not teach, or cause to be taught, a course or program under any name or logo likely to be confused with IIB.
iv) AIP will return to IIB, at AIP’s expense and without retaining any copies, all advertising and promotional material which IIB provided to AIP during this Agreement and all training records for the previous five (5) years;
v) AIP will pay all amounts owed to IIB and return all IIB marketing materials, kits and plaque etc.
vi) Regardless of any other provision of the Agreement, IIB will not, by reason of the termination of this Agreement, be liable for compensation, reimbursement, refunds, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases, or commitments in connection with AIP’ s business or goodwill, or otherwise.
16. General Provisions
i) Force Majeure: Neither party shall be
liable for delay or failure in performance of any of its obligations under this Agreement when such
delay or failure arises from events or circumstances beyond the reasonable control of such party
(including, without limitation, acts of God, fire, flood, war, explosion, sabotage, terrorism, embargo,
civil commotion, acts or omissions of any government entity, supplier delays, communications or power
failure, equipment or software malfunction, or labor disputes).
ii) Jurisdiction: This Agreement shall be deemed to have been made in the State of New Mexico, and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of the State of New Mexico, without reference to principles of conflict of laws thereof. Judicial proceedings regarding any matter arising under the terms of this Agreement shall be brought solely in the federal or local courts of the State of New Mexico.
iii) Survival of Terms: The provisions of the Agreement which by their nature extend beyond the termination of the Agreement will survive and remain in effect until all obligations are satisfied.
iv) Entire Agreement: This Agreement, including the exhibits and schedules attached hereto, constitutes the full and complete agreement of both IIB and the AIP and supersedes all prior written or oral agreements and understandings relating to the subject matter hereof. No amendment, waiver or modification to this Agreement shall be effective unless in writing and signed by both parties hereto.
v) Assignment: AIP may not assign any of its rights or obligations under this Agreement without the prior consent of IIB, which consent may be withheld or denied in its sole and absolute discretion but will not be unreasonably withheld.
vi) Notice: Any notices and other communications between the parties in connection with this Agreement shall be delivered by overnight courier, U.S. mail (or international mail for non US- IIB AIP `s) or facsimile at the addresses set forth hereto and shall be deemed received upon the earlier to occur of the actual receipt of such notice or, if mailed from the U.S, five (5) business days following deposit in the mail, or if mailed internationally fifteen (15) business days following deposit in the mail of the AIP’s country.
vii) Waiver: No failure on the part of either party to exercise, no delay in exercising, and no course of dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.
viii) Assignment / Relocation of AIP: The Agreement and/or AIP status is not assignable by AIP, in whole or in part. Any attempted assignment will be deemed to be invalid and shall provide grounds for termination by IIB. AIP may not relocate any of its AIP sites without the prior written consent of IIB (consent of which shall not be unreasonably withheld). IIB may assign this Agreement by written notice.
ix) Attorneys’ Fees: In the event of suit, the prevailing party shall be entitled to recover reasonable attorneys’ fees.
x) Severability: If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
xi) No Partnership or Agency: AIP and IIB are independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an employment or agency relationship or a partnership or joint venture between AIP and IIB or between AIP and any IIB employee, agent, or contractor or between IIB and any AIP employee, agent or contractor. Neither AIP nor IIB has the authority to bind the other or to incur any liability for or otherwise act on behalf of the other and neither party shall represent or imply that it has such authority. The AIP hereby represents, warrants, acknowledges and admits that IIB does not owe any fiduciary duty to the AIP with respect to this Agreement or the transactions contemplated hereby.
xii) Headings: The headings provided in the Agreement are for convenience only and will not be used in interpreting or construing the Agreement.
17. Product Limitation
TC shall only be permitted to conduct full time / part time education courses of IIB as specified in the acceptance letter by IIB and shall not solicit market or conduct any other competing professional certification programs.