Terms & Conditions
This Agreement will be made effective in all of the sections between the “Member” (“member” meaning the person enrolling to become a member of the United World Nation - abbreviated as "UWN") and Johnathan Andrews (Pty) Ltd 2014/128834/07 which is the company responsible for the management of the membership programme and UWN brand. The UWN membership is a product managed by Johnathan Andrews (Pty) Ltd.
Terms and conditions
(“an authorized representative” of Johnathan Andrews (Pty) Ltd shall mean a person appointed by Johnathan Andrews (Pty) Ltd to function in a supervisory and managerial capacity as may be determined from time to time)
- Code of conduct
1.1 All Members shall adhere to the UWN Code of Conduct.
- Membership Fees
2.1. A membership fee and joining fee is payable when the Member enrolls for UWN membership with Johnathan Andrews (Pty) Ltd. The amount of the membership fee shall be determined by Johnathan Andrews (Pty) Ltd from time to time.
2.2 If the Member fails to pay the membership fee an interest rate of prime + 4% will be payable on outstanding amounts.
2.3. In return for the membership fee, Johnathan Andrews (Pty) Ltd will provide the UWN membership and activities.
2.4. Please note that if the Members decides to terminate his/her involvement, the membership fee and joining fee shall not be refundable.
2.5. The joining fee is only payable upon first enrollment.
2.6. Membership fees are payable monthly in advance or annually. Monthly membership fees fall due on the day of the month on which the first membership fee was paid.
2.7. Membership fees which are not paid within 3 days from when they fall due will result in the membership being placed on hold and the member will be suspended from all programmes, benefits and or activities of the UWN.
2.8. Membership fees that remain unpaid for 7 days will result in membership termination and a re-instatement fee of R750 will be payable to re-instate membership, plus the settlement of all outstanding membership fees.
3.1 Members may elect to become part of UWN projects and each project has it’s own time investment requirements. The hours that a Member therefore is required to participate in projects will be decided on a case-by-case basis.
4.1. Unless is is specifically communicated via official notice from Johnathan Andrews (Pty) Ltd, no formal training programmes are included in this programme.
5.1. The Member may at times operate as mentor, coach and teacher to staff as part of the duties herein.
5.1. The Member will be responsible to mark student assignments and provide feedback in a timely manner and give guidance to the students when required.
5.2. The relationship between the teacher and the student shall be kept strictly professional.
5.3. Johnathan Andrews (Pty) Ltd shall have copyright of all materials created by the Member in connection with the Member’s duties.
6.1. A member may be selected to function in a specific capacity which will be the result of mutual agreement.
6.2. Each Member shall be given the role in a regional team under a team leader. It will be the team leader’s responsibility to guide the team members on a project/task. The team leader shall provide feedback to an authorized representative in a timely manner. Along with the responsibility will be to provide progress reports.
6.3. Member shall be required to assist Johnathan Andrews (Pty) Ltd in any task which will be provided by an authorized representative.
6.4. Each Member shall abide by the schedules of duties provided.
- Duration of programme
7.1. The minimum membership period is twelve months, there is no maximum period.
8.1. Please note that there will be no remuneration payable to the Member for involvement in any programme unless specifically agreed to in writing via official agreement between the Member and Johnathan Andrews (Pty) Ltd.
- Termination of Member agreement
9.1. If the Member delivers dissatisfactory performance Johnathan Andrews (Pty) Ltd has the right to terminate this agreement effective immediately.
9.2. If the Member decides to terminate the agreement the Member shall have the option to provide 24hour notice in writing.
9.3. Any violation of any provisions of these terms & conditions, and/or this agreement, and/or the Code of Conduct may result in immediate termination of membership. If membership is cancelled in terms of this clause 9.3. the member shall forfeit membership fees paid and may be fined.
- Medical information
10.1. Members are required to inform Johnathan Andrews (Pty) Ltd of any medical condition that they may have. If any medical information is withheld from Johnathan Andrews (Pty) Ltd, membership may be cancelled immediately.
11.1. Johnathan Andrews (Pty) Ltd reserves the right to transfer Member registrations and training obligations to another legal entity and or third party if it deems such a transfer to be to the benefit of a Member. Members shall be informed within 60 days from the date that such a change takes place by means of notice posted on the getpeaceproject.com website. A Member shall not have the right to object to such a transfer. In the case of such a transfer, the indebtedness of a Member in respect of monies owed for development levies shall transfer to the other legal entity or third party and the Member shall become a debtor of the new entity.
This Member Agreement (the “Agreement”) is made and effective between (the “Member”) and
Johnathan Andrews (Pty) Ltd 2014/128834/07
WHEREAS, the Member has created and may continue to create certain works which are described as the “Photographs” and “video”’ and all other works will also include training materials where applicable.
WHEREAS, Johnathan Andrews (Pty) Ltd refers to any subsidiaries or affiliates.
WHEREAS, Johnathan Andrews (Pty) Ltd wishes to acquire the entire rights, title and interest in all of the Photographs and video footage as well as all other works created by the “Member”.
NOW, the parties agree as follows:
The “Photographs” and “video” and all other works refers to any works submitted to Johnathan Andrews (Pty) Ltd by The Member at any time, including any rough or draft works, semi-completed works, completed works, ideas, concepts, proposals, or any other contributed works at any time until this Agreement is terminated.
The Member has agreed to be included in the creation of Photographs and video and all other works to which the entire rights, title and interest are to be transferred to Johnathan Andrews (Pty) Ltd. This agreement applies to any photographic and video shoots commissioned by or for Johnathan Andrews (Pty) Ltd and/or any photographs and /or video and /or all other works submitted to Johnathan Andrews (Pty) Ltd by The Member.
The Member irrevocably consents and authorizes the use and reproduction by Johnathan Andrews (Pty) Ltd, or anyone authorized by Johnathan Andrews (Pty) Ltd, of any and all photographs and video and all other works which have or will be taken at any time during The Member’s association with Johnathan Andrews (Pty) Ltd, negative or positive, mechanical or electronic, for any purpose whatsoever, without restriction, and without compensation of any sort except for compensation is agreed upon in writing and signed by the parties hereto.
The Member agrees to immediately release all photographs and video, whether negatives, positives, electronic files or any other format, both in edited and unedited forms, immediately after completion of shooting as well as at any time after shooting to Johnathan Andrews (Pty) Ltd.
The Member hereby unconditionally and irrevocably conveys and assigns to Johnathan Andrews (Pty) Ltd all rights, title, and interest in and to the copyright in the Photographs and video and all other works together with all the rights granted to the owner of a Copyright under the South African and/or international copyright laws, including but not limited to the unlimited and unrestricted right to reproduce, publish, adapt, modify, distribute, create derivative works based on the Photographs and video and all other works, publicly display, publicise, and to transmit the Photographs and video digitally or by any other means. All negatives, positives, video or audio tapes, electronic files, together with any prints shall constitute the property of both Johnathan Andrews (Pty) Ltd and the Member equally.
Johnathan Andrews (Pty) Ltd is hereby granted a perpetual, royalty free, unconditional, nonexclusive, worldwide license to distribute, use, exploit, publish, sell, license, display, publicly perform, copy, and prepare derivative works based upon the Photographs and video and all other works indefinitely. This right to any Photographs and video and all other works will not expire when the contract is terminated.
The Member understands and agrees that in following this agreement, Johnathan Andrews (Pty) Ltd will have all the rights of an owner in and to the Photographs and video and all other works and as such the Member will not be permitted to use the Photographs and video and all other works or perform any acts with respect to the Photographs and video and all other works that will violate Johnathan Andrews (Pty) Ltd’s rights as the true and lawful owner of the copyright in and to the Photographs and video and all other works without explicit consent to do so from Johnathan Andrews (Pty) Ltd.
The Member acknowledges and agrees that Johnathan Andrews (Pty) Ltd may use and exploit any and all Photographs and video and all other works in any manner, without restrictions of any kind, and without the necessity of acknowledging the Member’s identity, or by identifying him/her other than with his/her real name.
The Member hereby releases, discharges and saves harmless Johnathan Andrews (Pty) Ltd, their representatives, assigns, employees, or any other person or corporation acting under the permission of Johnathan Andrews (Pty) Ltd, including any firm or person publishing or distributing the finished product, against all claim, suits, threats, demands, liabilities, actions and causes of action, in any way related to the Photographs and video and all other works or Johnathan Andrews (Pty) Ltd’ use and exploitation of the Photographs and video, including but not limited to the actions based upon invasion of privacy, defamation, false light and all other potential legal theories of any nature or type under common law, statutory law, rule, regulation or court order, whether now known and available or whether later developed, discovered or created, even though the finished product may be distorted, blurred, altered or used in composite forms, in conjunction with factual or fictional text, either intentionally or otherwise.
The Member hereby waives any right to approve finished photography, video, artwork and all other works or copy which might be used in conjunction with the finished photographs and video and all other works.
Upon written or verbal request by Johnathan Andrews (Pty) Ltd, the Member shall execute any additional documents that may be required to confirm this Agreement and to Johnathan Andrews (Pty) Ltd’s ownership of the copyright in the Photographs and video and all other works and the assignment made in this document.
The Member acknowledges and agrees that all intellectual property rights arising from the Member’s contributions to Johnathan Andrews (Pty) Ltd, including but not limited to the Copyrights, patents, inventions, patent rights, confidential information, work, know-how, technologies, techniques, graphics, logos, designs, trade secrets, worldwide intellectual property rights, processes, data, and all other contributions shall be considered the proprietary property of Johnathan Andrews (Pty) Ltd and all of such rights are hereby assigned to Johnathan Andrews (Pty) Ltd.
All right, title and interest in and to the Photographs and video and all other works submitted by the Member, either prior to or after the signature of this Agreement are hereby transferred, conveyed, bargained and assigned to Johnathan Andrews (Pty) Ltd in accordance to the terms as set out in this agreement. The rights that are transferred and assigned in this Agreement shall include all of the rights granted to the owner of a copyright under the South African Copyright Laws, copyright laws of any and all countries and jurisdictions throughout the world, and all the international conventions and treaties relative to copyright protection.
The Member acknowledges that Johnathan Andrews (Pty) Ltd can register and dispose of the copyright in the Photographs and video and all other works in the Member’s own name.
- REPRESENTATIONS AND WARRANTIES
The Member represents and warrants to Johnathan Andrews (Pty) Ltd:
- The Member has the right, power and authority to enter into and execute this agreement;
- The Member is the exclusive owner of all rights, title and interest, including all intellectual property rights, in the Photographs and video and all other works, and a full unrestricted power of authority to assign the rights in and to the Photographs and video and all other works as provided in this agreement;
- The Member represents and warrants that he/she is the creator of such Photographs and video and all other works and the sole owner thereof and that no other party has any interest or right in and to the Photographs and video and all other works or the exploitation thereof.
- The Member agrees to cover any and all legal or other expenses arising from any claims to the Photographs and video and all other works by any parties, including any claims by Johnathan Andrews (Pty) Ltd.
- The Photographs and video and all other works do not infringe the rights of any person or entity;
- The Member agrees to execute any further document and take any further reasonable action requested by Johnathan Andrews (Pty) Ltd to convey all rights to the Photographs and video and all other works, to confirm, perfect and protect Johnathan Andrews (Pty) Ltd’s ownership of the Photographs and video and all other works, and to assist Johnathan Andrews (Pty) Ltd in registering for a copyright in and to such Photographs and video and all other works;
- The Photographs and video and all other works are free from any liens, security interests, encumbrances or licenses and there are no claims, pending or threatened, with respect to the Member’s rights in the Photographs and video and all other works;
- The Member is not subject to any agreement, judgement or order inconsistent with the terms of this Agreement;
- This Agreement is valid, binding and enforceable in accordance with its terms.
This Agreement, including this clause, may be amended only by written agreement signed by both parties.
If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
This Agreement will be valid for ten (10) years from the Effective Date and shall continue in full force and effect, unless earlier terminated in accordance to the provisions contained in this agreement. Thereafter, this Agreement will automatically renew on a year-to-year basis. Either party may terminate this agreement at any time after ten years from Effective Date upon 90 days prior written notice.
Upon termination of this agreement, all copyrights held by Johnathan Andrews (Pty) Ltd shall remain in Johnathan Andrews (Pty) Ltd ’s possession. No copyright transfers will be reversed.
- GOVERNING LAW
In the interpreting the terms of this Agreement, the parties agree that the laws of South Africa shall be applicable. All suits permitted to be brought in any court shall be in South Africa.
- ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous discussions, agreements, proposals, understandings, where orally or in writing between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof are deemed to be illegal of unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
Restraint of Trade
(“Company” meaning Johnathan Andrews (Pty) Ltd and “Restrainee” meaning the Member)
(“parties” meaning the Member and Johnathan Andrews (Pty) Ltd)
1.1. It is recorded that the Company has built up a considerable amount of experience and knowledge, and possesses an extensive amount of information, documentation and including, without limitation: intellectual property; trade secrets; potential business opportunities; research; processes; drawings; business contacts; ideas and concepts; trademarks; designs; products and services; projects; clients; and writings and other copyright (“Confidential Information”), which Confidential information the Restrainee has acquired and/or has access to, or may in the future acquire or have access to.
1.2. It is further recorded that if the Confidential Information were to be disclosed to the Company’s competitors, or utilised by the Restrainee in competition with the Company, the value of the Company’s business would be reduced. Further, if the Restrainee were to enter into competition with the Company, the Company would suffer considerable financial loss and prejudice. It is therefore essential to protect the interests of the Company so as to ensure that the Restrainee is precluded from carrying on activities that are in competition with the Company’s business or that would be harmful to the Company’s business, and to protect the Confidential Information and other proprietary interests of the Company.
- The Period
2.1. The Restrainee agrees and undertakes in favour of the Company that he/she/it will not, for the duration of the Restrainee’s business / employment relationship with the Company, and for a further period of: (the “Period”)
24 (TWENTY FOUR) months after the termination of such business / employment relationship, conduct, directly or indirectly, any activities constituting the Activities as defined in clause 3 below.
2.2. It is specifically agreed that in the event of any competent authority determining that such Period is too wide, the Period shall be amended and limited to such period as is acceptable.
- The Activities
3.1. The Restrainee will not, and is restrained from, conducting the following activities for the Period: (the “Activities”)
- Provide training in any areas that are similar or related to training which is provided under the Restrainee’s involvement with the Company;
- Compile and or develop directly or indirectly any training materials, course manuals, course programmes in any areas that are similar or related to training which is provided under the Restrainee’s involvement with the Company.
whether directly or indirectly, and whether individually or in any way associated with any other company, partnership, close corporation, trust, or other person, or with any other entity that carries on the same or similar activities as the Business.
3.2. It is specifically agreed that in the event of any competent authority determining that such Activities are too wide, the Activities shall be amended and limited to such activities as are acceptable.
3.3. Without derogating from the above, the Restrainee is restrained from, directly or indirectly:
3.3.1. carrying on any business or Activities that are in competition with that being carried on by the Company;
3.3.2. being involved in any way with any organisation that conducts the Activities;
3.3.3. being in any way interested in the Activities as principal, partner, director, agent, shareholder, trustee, investor, consultant or otherwise in any entity;
3.3.4. financing or guaranteeing the obligations of any person conducting the Activities; or
3.3.5. soliciting the business of any person that is a client of the Company.
- The Area
4.1. The Restraint as referred to in clauses 3 and 4 above shall apply and be limited to Activities conducted in the following geographical areas: (the “Area/s”)
- A 150km radius around Johannesburg and Pretoria.
- A 150km radius around each town or city in which the Company may in future have a branch or representation.
4.2. It is specifically agreed that in the event of any competent authority determining that such Areas are too wide, the Areas shall be amended and limited to such areas as are acceptable.
5.1. The parties agree and acknowledge that the Activities, Area/s and Period are reasonably required for the purpose set out herein, and are generally fair and reasonable.
5.2. The parties acknowledge that any breach of the provisions hereof will automatically result in harm to the Company, which harm may be difficult to quantify, and the parties accordingly agree that in the event of the Restrainee contravening any provision hereof, the Restrainee shall pay to the Company a penalty of R200000 (two hundred thousand rand) , which penalty the parties agree constitutes a genuine pre-estimate of the damages that would be suffered by the Company in the event of Restrainee’s breach, and which amount the parties agree is fair and reasonable. The payment of such penalty will be in addition to and not instead of all other rights that the Company may have whether in terms of this agreement, any other agreement, or in law, including but not limited to the Company’s right to obtain an interdict.
6.1. Notwithstanding the provisions hereof, the restraint referred to herein will not apply to Restrainee’s bona fide investments of: shares in any company listed on a recognised stock exchange, in which Restrainee beneficially owns not more than 5% (five percent) of the share capital; and units in mutual funds.
6.2. This Agreement shall be read in addition to any Non-Disclosure Agreement and any other agreement between the parties, and will not in any way replace or supersede any such other agreement unless the contrary is clearly indicated.
6.3. The signatories hereto are duly authorised, and warrant their authority to sign this agreement.
( “parties” meaning the Member and Johnathan Andrews (Pty) Ltd)
(“receiver” meaning the Member and the discloser/discloser’s meaning Johnathan Andrews (Pty) Ltd)
In the course of the business relationship between the Parties, it becomes necessary and desirable that Discloser from time to time discloses to the Receiver information that Discloser considers confidential. This agreement serves to protect the confidentiality of all of Discloser’s confidential information.
"Confidential information" includes but is not limited to the Discloser’s: intellectual property; potential business opportunities; research; processes; drawings; business contacts; ideas or concepts; trademarks; designs; products and services; projects; clients; and writings or other copyright, disclosed by the Discloser to the Receiver, either directly or indirectly, in writing, orally or by reference to any document or other information. Confidential information further includes but is not limited to all information and other material marked "confidential", and any information and other material that is not readily available to the Discloser’s competitors.
The Receiver hereby undertakes, agrees not to, and is restrained from disclosing Discloser’s confidential information to any other party or entity and agrees to use its best efforts to prevent inadvertent disclosure of confidential information and to treat such information with at least the degree of care that it treats similar material and information of its own.
The Receiver agrees not to use confidential information for its own or another’s benefit or for any other purpose except to evaluate whether it desires to become engaged with Discloser in business, or after becoming engaged, to carry out any such business with Discloser. The Receiver agrees not to disclose the Discloser’s confidential ideas or information to any other person or to any of its employees, except employees or other persons for purpose of evaluating the business possibility or carrying out the business in which the parties are engaged. Any such employees or other persons to whom confidential information is disclosed will be required to have signed a similar confidentiality undertaking.
- TERMINATION OF OBLIGATIONS
The obligations of 3 and 4 above will terminate with respect to any particular portion of the confidential information:
5.1. when the Receiver can document that the confidential information was in the public domain at the time of the Receiver’s receipt of such confidential information;
5.2. upon the prior written consent of Discloser; or
5.3. when required by court order or otherwise in law.
- UNDERTAKING AND RESTRAINT
Notwithstanding clause 5 above, and without derogating from the provisions thereof, the Receiver nevertheless undertakes not to, and is hereby restrained from using the Confidential Information for its benefit or for the benefit of any third party.
- PROPERTY RIGHTS
All confidential information furnished by Discloser to the Receiver will remain the property of Discloser and nothing contained herein may be construed as giving the Receiver licence or rights with respect to any such confidential information. The Receiver will not make copies of any confidential information without prior written consent of Discloser and the Receiver will return to Discloser promptly at its request or upon termination of the business relationship between the Parties all confidential information along with copies made thereof and all documents or things containing any portion of any confidential information.
- RETROSPECTIVE APPLICATION
The terms of this agreement will apply as regards any confidential information disclosed by Discloser to the Receiver before the date of signing of this agreement.
The Receiver acknowledges that compliance with the provisions of the agreement is necessary to protect the intellectual property and proprietary interests of Discloser. Any use of the confidential information or disclosure by the Receiver to any third party in contravention hereof, or any other breach of this agreement, will result in irreparable and continuing damage to Discloser. In the event of such breach, Discloser will be authorised and entitled to obtain immediate injunctive relief and any other rights or remedies to which Discloser may be entitled, including a claim for damages, without limitation and including special damages and loss of earnings. In addition, in the event that a court of competent jurisdiction decides that the Receiver has materially breached this agreement, the Receiver will be obliged to reimburse Discloser according to attorney and own client costs.
Failure to enforce any provision of this agreement will not constitute as waiver of any term hereof. This agreement is binding upon the Parties and their successors and assigns, provided that the right to confidential information may not be ceded without the written consent of Discloser. Any amendments hereto must be in writing and signed by both parties.