FMPI Standard Terms and Conditions

The Fournaise Marketing Performance Institute® (hereby defined as “FMPI”) is the Education & Training Division of The Fournaise Marketing Group Ltd (registered in England and Wales under the registration number 6443467), hereby defined as "Fournaise". All employees, directors, representatives, agents, contractors or consultants of Fournaise (and of any subsidiary of Fournaise, or another company under common control with Fournaise anywhere) are hereby defined as "the Consultants".

The following Terms and Conditions (hereby defined as the "Terms and Conditions") will apply at all times if you register for one of the academic, certification and/or training Programs provided and/or delivered by FMPI (“Programs”) through its website www.fmpi.fournaisegroup.com and all its related websites/URLs ("Website").

These Terms and Conditions apply to your use of and access to the Website and your dealings with FMPI.

Additional products and services and Programs offered through the Website may necessitate additional terms or changes to these Terms and Conditions. FMPI reserves the right to amend, vary, or supplement part or all of the Terms and Conditions herein at any time without prior verbal or written notice. You shall be bound by any such variations, and are responsible for regularly checking FMPI’s website for the latest updates to these Terms and Conditions.

1. REGISTRATION, ELIGIBILITY AND CERTIFICATION

(a) To access the FMPI Program selected by you on the Website (“Selected Program”):

- if you are not a customer or candidate already registered with FMPI, in order to access the Selected Program, you are required to register for an FMPI Account (your personal user account with FMPI) online at the Website by filling in a registration form (“Registration Form”).

- if you already are a customer or candidate already registered with FMPI, you are required to register for the Selected Program via your existing FMPI Account on the Website.

You are solely responsible for providing true, accurate and complete particulars and information in your Registration Form and in your FMPI Account, and represent and warrant that such particulars shall at all times be true, accurate and complete. FMPI shall not be responsible for the consequences of any of your particulars or information being incomplete, inaccurate or obsolete. You must promptly notify FMPI (or update your FMPI Account) of any changes in particulars or information provided. You agree and undertake not to impersonate or attempt to impersonate a third party through your FMPI Account, or to mislead or attempt to mislead FMPI or other FMPI registered users as to your true identity.

(b) By submitting your registration for a Selected Program to FMPI and opening an account with FMPI, you represent and warrant that you have the right and capacity to enter into this Agreement under the laws applicable to you.

(c) If your Selected Program registration/application is approved and paid in full, FMPI will enable you to access the Selected Program. If you don’t already have a FMPI login User ID and Password, FMPI may send via email your login User ID and Password and any other information or material to you by any means chosen by FMPI, to enable you to access the Selected Program. While FMPI will use reasonable endeavours to ensure that your login User ID and Password will reach you safely, FMPI will not be liable if these fail to reach you or if any unauthorised person obtains them during transit.

(d) FMPI reserves the right to refuse and/or reject your registration for any Selected Program without assigning a reason.

(e) By registering for a Selected Program, you agree to the terms and conditions and processes and methodologies and information/content of that Selected Program as may be determined by FMPI from time to time.

(f) Certification: Upon your completion of certain Programs to the standards set by FMPI, you may receive certification by FMPI in connection with the relevant Program (the “Certification”). For the purposes of allowing you to communicate to third parties that you have received the Certification, FMPI may from time to time make available to you a certificate (in PDF or other digital format, or in paper format) (the “Paper Certificate”), digital certification stamp (the “Certification Stamp”), a digital certification line (the “Certification Line”) and/or other evidence of Certification (collectively defined as the “Certification Material”).

You further agree and acknowledge that the Certification Material comprises trade marks owned by FMPI and/or its licensors, and that FMPI makes the same available to you by way of a non-exclusive, royalty-free licence which FMPI may revoke at any time, which you cannot licence/sub-licence or assign, and subject to your completion of the requisite Program(s) to which that Certification relates. You further agree not to alter the Certification Materials, not to use them in a manner other than to represent to third parties that you have in fact received the Certification, not to use them in a manner that would damage or dilute the reputation or goodwill of FMPI in the same, and not to use, register or attempt to register the Certification Materials (or any mark confusingly similar thereto) as trade marks or other forms of intellectual property anywhere in the world. Your use of the Certification Material shall not be deemed to grant you any rights therein, and you agree to assign and take all steps necessary to assign any rights that you may become entitled to in the Certification Material to FMPI.

FMPI recognises that Certification is a valuable achievement, and in order to preserve the quality and recognition of the Certification, FMPI reserves the right to revoke your Certification if FMPI has reasonable grounds to believe that you have acted in such a manner as to tarnish the reputation of FMPI and/or the Certification, or in a manner that is calculated to cause damage of any kind to FMPI, including but not limited to (i) where you infringe the intellectual property rights of FMPI, Fournaise or its subsidiary or a company under common control with Fournaise, (ii) where you disclose, transmit or copy Confidential Information of FMPI, Fournaise or its subsidiary or a company under common control with Fournaise, (iii) where you defame, slander or libel FMPI, Fournaise or its subsidiary or a company under common control with Fournaise, and (iv) where you directly or indirectly engage in the acts described in clauses 2.2(c), 2.3(e) and 2.3(f). Where FMPI revokes your Certification, the licence granted to you to use the Certification Materials shall immediately and automatically cease, and you undertake to stop using the Certification Materials with immediate effect.

2. TERMS OF USE

2.1 Fees


(a) When registering for a Selected Program, you will have to pay its applicable fees as determined by FMPI from time to time (the “Fees”). You will only be allowed to start with the Selected Program and access the FMPI eLearning Platform, portal and/or materials after having paid for the Fees in full via credit card or PayPal, or after your employer or company has paid the Fees to FMPI (if you selected the “bill my company” option in the registration process on the Website), or upon payment of the Fees in such other manner as is acceptable to FMPI.

(b) Refund Policy – any and all Fees, costs and amounts paid to FMPI for and/or in connection with the Selected Programs are NOT REFUNDABLE. FMPI will not make any refunds to you even if you do not complete any of the Selected Programs, do not sit for or pass the relevant tests, exams, or quizzes relating thereto, do not complete the assignments incorporated thereto, do not achieve the minimum grades to be certified/accredited thereunder, or if your FMPI Account is terminated, or the agreement hereunder is terminated for any reason whatsoever.

(c) Fees for repeating Selected Programs – Without in any way affecting clause 2.1(b), in the event that you do not complete a Selected Program within the period stipulated by FMPI for that Program, the applicable Fees for re-registering for the same Selected Program shall be discounted by 50% (or such other rate as FMPI may determine from time to time).

(d) The Fees shall be paid to FMPI net of all applicable bank charges, taxes, government surcharges, levies, penalties, remittance charges, foreign exchange control charges, administrative charges and other third party fees/expenses that may be incurred for the purposes of remitting the Fees to FMPI. These additional sums shall be your sole responsibility and shall be borne/paid by you (and/or your employer/company, if you have chosen the “bill my company” option) at all times.

(e) Where you have chosen the “bill my company” option, you agree and acknowledge that you will be responsible for ensuring that your employer or company pays FMPI the required Fees and/or costs under these Terms and Conditions. You agree that in the event of a failure of your employer or company to make payment thereof, you shall be responsible for making payment in full to FMPI.

(f) If the Fees are not paid in accordance with these Terms and Conditions:

(i) FMPI shall be entitled (in addition to any other rights and remedies it may have) to charge interest on the unpaid Fees at the rate of 3% per month from the due date until the date of receipt of the unpaid Fees;

(ii) FMPI shall also be entitled to terminate or suspend your access to the Selected Products immediately, if any amount of monies due and payable by you is not settled to FMPI’s satisfaction within 7 days after FMPI’s written demand for payment;

(iii) FMPI reserves the right to engage the services of debt collection agencies (the “DCAs”) to collect on its behalf any amount of monies owned by you to FMPI. In this case, you agree that in addition to the amount of monies you owe FMPI, you will be solely responsible for and will have to pay in full the collection fees, the collection commissions and all legal fees/charges and disbursements charged by the DCAs to FMPI or incurred by FMPI.

2.2 Login User ID and Password

(a) Your Login User ID and Password identify you when you log in to your FMPI Account (or the ROI Marketer® Certification Centre, or “RMCC”) to access the Selected Programs or your FMPI Account details. You agree to keep these confidential and not to allow anyone access to your Login User ID and Password. You will be responsible for all transactions occurring under your Login User ID and Password.

(b) Without prejudice to clause 6, FMPI reserves the right to suspend, deactivate or revoke the use of your Login User ID and Password, to cancel your FMPI Account registration, deny you access to the Website, use the Selected Programs and/or use the Certification Material at any time for any reason without prior notice.

(c) You agree not to circumvent or attempt to circumvent user authentication or security measures including but not limited to, accessing data and/or information not intended for you, logging into an account you are not expressly authorised to access or in a manner which is not authorised by FMPI.

2.3 Content and Intellectual Property

(a) This Website, the Programs, the Certification Materials, the eLearning Platform and all products, services, courses, materials, software and information available on this Website (collectively "FMPI Products"), and all intellectual property rights therein, are solely owned by FMPI or its licensors/partners. Subject to clauses 1(f) and 2.3(c), no right or licence is given for any use or reproduction of the same.

(b) The trade and service marks displayed on this Website are the property of FMPI or its licensors/partners. Subject to clauses 1(f) and 2.3(c), no right or licence is given for any use or reproduction of such trade and service marks.

(c) FMPI grants you a worldwide, non-exclusive, royalty-free, non-assignable and non-licenseable/non-sub-licenseable licence to use the intellectual property referred to in clauses 2.3(a) and 2.3(b): (i) to the extent required for you to transmit, download, copy or otherwise use the same in order for FMPI to deliver the Selected Programs to you; and (ii) to the extent that required for either party to carry out the agreement hereunder. You agree not otherwise use, copy, screen-capture, record, reproduce, distribute, publish, modify, display, broadcast, hyperlink, or transmit the FMPI Products or any part thereof, except with the prior written consent of FMPI. Your use, adaptation or improvement (lawful or otherwise) of the said intellectual property or any part thereof shall not be deemed to grant you any rights therein, and you agree to assign and take all steps necessary to assign any rights that you may become entitled to in the same to FMPI.

(d) Any material, communications, text, graphics, audio, video, links, art, animations, photographs, essay, thesis, report, exam information, exam answers or other information apart from FMPI Products (collectively the "Candidate Content") that you upload to or otherwise make available to FMPI will become property of FMPI. You agree to assign and take all steps necessary to assign any rights that you may are entitled to in the same to FMPI. You shall ensure that Candidate Content does not contain any defamatory, obscene, threatening, malicious or otherwise objectionable material, or any other material in violation of any statute, rule or regulation in any jurisdiction to which you are subject, or violates or infringes the right of a third party, including, without limitation, intellectual property, contractual, moral, or privacy rights.

(e) You agree not to interfere or attempt to interfere with products and services FMPI provides to others including, but not limited to, "flooding" of networks, deliberate attempts to overload a service, attempts to "crash" the Website or taking any action that imposes an unreasonable or disproportionately large load on the services provided by FMPI or the associated infrastructure.

(f) You shall not upload files that are corrupted, contain viruses or any other similar software or programs which may damage the Website or cause interference to the services provided by FMPI.

2.4 eLearning Platform


(a) FMPI delivers the Selected Programs via an eLearning platform privately available online to registered candidates and FMPI customers (the “eLearning Platform”). Your use of the eLearning Platform is subject to these Terms and Conditions, including in particular, clauses 2.3(c) and 2.3(d) above.

2.5 Hyper-Links and Third Party Advertisements

This Website may contain links to other websites or third party advertisements. The linked sites and advertisements may not be under the control of FMPI, and FMPI is not responsible for the contents of any linked site, advertisement, or any link contained in a linked site or advertisement. The inclusion of any link or advertisement does not imply endorsement by FMPI of the third party or its website. Your accessing of and reliance on the linked sites and advertisements is at your own risk.

2.6 Sub-contracts

FMPI shall be entitled from time to time to assign or sub-contract part (or all) of its obligations for the purpose of delivering/providing the Selected Programs to third parties, agents and/or partners (the “3rd Parties”). You agree not to directly or indirectly solicit or endeavor to solicit or entice away these 3rd Parties from doing business with FMPI, or to engage or endeavour to engage the 3rd Parties to carry out work in competition with FMPI for any reasons whatsoever, without the prior written agreement of FMPI.

2.7 Testimonials

(a) Where you provide FMPI with testimonials, comments or feedback relating to the Selected Programs or other products and services provided by FMPI (whether the same was solicited by FMPI or not), you agree that the same shall be subject to a worldwide, perpetual royalty-free licence of the same to FMPI, to retain a copy of, use, reproduce, distribute and adapt the same for portfolio, archival, internal training, research and development and to promote FMPI’s products and services.

(b) You further agree that FMPI may attribute the testimonial, comments or feedback to you by reference to your name, title, employer/company, and Selected Program(s), and you hereby consent to FMPI’s use, processing and disclosure of this information for portfolio, archival, internal training, R&D purposes, and to promote FMPI’s products and services.

(c) If you do not wish for FMPI to attribute the testimonial, comments or feedback to you, or if you no longer agree to FMPI’s use, processing, or disclosure of your name, title, employer/company and Selected Program(s) pursuant to clause 2.7(b), you must inform FMPI in writing of the same.

3. LIMITATION OF LIABILITY

(a) FMPI does not make any express or implied representations, warranties or guarantees about the suitability or quality of FMPI Products, the eLearning Platform or any document or information provided to you through this Website or otherwise (collectively the "Material"). The Material is provided "as is" without warranties of any kind. FMPI does not warrant the adequacy, reliability, suitability, quality, accuracy, legality, non-infringement, value, merchantability or fitness for purpose of the Programs and their content, which are provided on an “as is” and “as available” basis. Your use, accessing of and reliance on the Material is at your own risk, and in no circumstances shall FMPI be liable to you for losses of any kind suffered by you due to the use, accessing of and/or reliance on the Material and other services and products of FMPI. To the extent legally permitted, FMPI exclude all implied warranties and representations.

FMPI does not make any express or implied representations, warranties or guarantees that access to the Website and the eLearning Platform will be uninterrupted, timely or error-free or that the Website or Material is free from any virus or other malicious, destructive or corrupting code, program or macro, or that any identified defect will be corrected. To the maximum extent permitted by law, FMPI disclaims all warranties and conditions with regard to the Material and the Website, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

(b) In no event shall FMPI, its respective suppliers, its Consultants, or any subsidiary or company under common control with Fournaise be liable for any special, indirect or consequential damages or any other damages, costs or expenses in relation to the Programs and in relation to your use of the Material and access to the Website (whether the action is founded in contract, tort or other legal theories, and whether the damages, costs or expenses are foreseeable).

(c) In the event that FMPI shall be held liable to compensate you for any damage, costs or expenses, the total liability of FMPI shall not exceed the Fees paid by you for the Selected Program in question which you registered for and in respect of which the damage was incurred.

4. INDEMNITY

You hereby agree to indemnify and to keep Fournaise, its Consultants, and any subsidiary or company under common control with Fournaise fully and effectively indemnified against all actions, liabilities, costs, claims, losses (including loss of profit or other economic loss), damages, proceedings and/or expenses (including all legal costs, on a full indemnity basis) suffered or incurred by FMPI due to:-

(i) claims, proceedings, disputes or allegations brought by a third party against FMPI, its Consultants, or any subsidiary or company under common control with Fournaise, claiming relief against them due to the Candidate Content submitted by you infringing any third party intellectual property rights or other third party legal rights;

(ii) any use of your Login User ID and/or Password by a third party with or without your authorisation;

(iii) any breach or non-observance of any of these Terms and Conditions by you; and

(iv) claims, proceedings, disputes or allegations brought by a third party against FMPI, its Consultants, or any subsidiary or company under common control with Fournaise, claiming relief against them due to the provision of services or products to them by you in reliance on or with reference to the FMPI Products and/or Material, or in reliance on the Certification Material, unless such claims, proceedings, disputes or allegations arise from a breach of these Terms and Conditions by FMPI.

5. USE OF INFORMATION

FMPI may provide aggregate information as well as Personally Identifiable Information (as defined in the Privacy Policy) about users of this Website to third parties, in accordance with the FMPI Privacy Policy which is available at www.fmpi.fournaisegroup.com/privacy_policy. Your use of the Website, registration of an FMPI Account and use of the eLearning Platform is subject to your acceptance of the Privacy Policy.

If you do not agree to the use and/or disclosure of such information relating to you in the manner set out in FMPI’s Privacy Policy, you should not use or access the Website or eLearning Platform nor register for an FMPI Account,

We draw your attention to the provision of the Privacy Policy that allows FMPI to disclose Personally Identifiable Information about you to government authorities, and to protect FMPI’s legal rights.

6. TERMINATION

6.1 FMPI shall be entitled to terminate the agreement hereunder in the following manner:

(i) Immediately, by notice in writing to you, in the event that you are in breach of clause 2.2 or where FMPI has reasonable grounds to believe that you have provided inaccurate, incomplete, false and/or misleading information in your Registration Form and/or FMPI Account, or have impersonated or attempted to impersonate a third party through your FMPI Account, have misled or attempted to mislead FMPI or other FMPI registered users as to your true identity;

(ii) Immediately by notice in writing to you, in the event that you are in breach of clause 1(f), 2.3, 2.4 or 2.6, or where FMPI has reasonable grounds to believe that you have infringed or attempted to infringe FMPI’s rights in its trade marks, copyright, confidential information and other intellectual property, or that you have compromised or attempted to compromise or otherwise damage the eLearning Platform or Website;

(iii) With 7 days’ notice in writing to you, in the event that you are in breach of any other of these Terms and Conditions, and where the breach is capable of cure, you have not cured it to the satisfaction of FMPI within 7 days of a written notice from FMPI.

(iv) Immediately by notice in writing to you, in the event that you are declared bankrupt or if your employer or company shall go into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation with the consent of FMPI, such consent not to be unreasonably withheld) or if a petition shall be presented or an order made from the appointment of an administrator in relation to your employer or company or if a receiver, administrative receiver, judicial manager or manager shall be appointed over any part of the assets or undertaking of your employer or company, and such appointment is not revoked within thirty (30) days from the date of such appointment or if any event analogous to any of the foregoing shall occur in any jurisdiction.

(v) With 14 days’ notice in writing to you without having to provide any reason.

6.2 You shall be entitled to terminate the agreement hereunder with 14 days’ notice in writing to FMPI without having to provide any reason. For the avoidance of doubt, in the event that you terminate your FMPI Account and Login User ID, the provisions of these Terms and Conditions shall cease to apply to you and the agreement hereunder shall have been deemed terminated, subject to clause 6.3.

6.3 Upon termination, these Terms and Conditions shall cease to apply, save for clauses 1(f), 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 3, 4, 5, 6.3, 6.4, 7 and 8, and such rights as have accrued to FMPI and to you as of the date of termination shall not be affected by termination.

6.4 FMPI reserves the right to take the necessary legal actions and to claim liability against you for your unauthorised (full or partial) use, copy and reproduction of the Material and/or the Certification Material and other intellectual property of FMPI. Having said that, no failure or delay on the part of FMPI in exercising any right or pursuing any remedy under these Terms and Conditions shall operate as a waiver of the same, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.

7. MISCELLANEOUS

7.1 Confidentiality


You agree and acknowledge that the Programs (including Selected Programs) and eLearning Platform have been privately developed by FMPI and are regarded by FMPI as valuable proprietary commercial assets which give FMPI a competitive edge.

Accordingly, you agree and acknowledge that while you may apply the methods and concepts learned via the Selected Programs in carrying out your vocation as a marketer, you may only do so to the extent that no disclosure, communication to third parties, or copying of FMPI’s Confidential Information occurs as a result. Apart from this, you must obtain FMPI’s prior written consent to any intended disclosure, communication to third parties, exploitation/use, reproduction or adaptation of the Confidential Information.

“Confidential Information” refers to information that is proprietary and confidential to FMPI, including without limitation financial or trading information relating to FMPI, its business, processes, solutions, business plans, Material (apart from the Certification Material), Program content, Program syllabi, course notes, course slides, lesson plans, tests, examinations, quizzes, model answers, eLearning Platform layout and structure, eLearning Platform source code, client or supplier lists, information regarding the development, testing, analysis or sale of FMPI’s services and products, and information which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone.

This restriction shall continue to apply after the expiration or sooner termination of these Terms and Conditions for so long as the Confidential Information remains confidential, but shall cease to apply to information or knowledge which was already publicly known at the time it was disclosed, which may properly come into the public domain through no fault of yours or which is required by any applicable law or regulation to be disclosed.

7.2 Force Majeure

“Force Majeure Event” means any event beyond the control of a party, including without limitation fire, flood, explosion, acts of elements, acts of God, accidents, epidemics, strikes, earthquakes, storms, typhoons or inclement weather, telecommunications failures, denial-of-service attacks, third party hacking or intereference, failure or breakdown of plant, machinery or vehicles, lockouts, power blackouts or failure, labour disputes, lockouts or industrial action of any kind, legislative amendments, administrative orders, court orders, acts of any government or authority of competent jurisdiction, outbreaks of hostilities, riots, wars, civil disturbances or acts of terrorism or by any other causes which it cannot control or reasonably be expected to avoid.

FMPI shall not be deemed to be in breach of these Terms and Conditions, nor shall FMPI in any way be liable to you in any way, if any delay in performance or non-performance of its obligations arises due to a Force Majeure Event.

7.3 English Version Prevails

These Terms and Conditions may also be provided in a language other than English. If there are any inconsistencies between the English version of these Terms and Conditions and that in another language, the English version shall prevail.

7.4 Severability

If any provision of this Agreement is deemed unlawful, void, invalid or unenforceable, such provision shall be deemed to have been severed from this Agreement, and all other provisions in these Terms and Conditions shall remain in full force and effect.

7.5 Entire Agreement

These Terms and Conditions (as amended and updated from time to time) set out the terms of the agreement between the parties with regard to the subject matter stated in this Agreement and supersedes and terminates all prior agreements, representations and understandings between the parties.

7.6 Notices and Communications

(a) Any notice which is required to be given by you to FMPI shall be in writing and shall be sent to FMPI's designated postal address from time to time.

(b) Any notice which is required to be given by FMPI to you may be by hand, post, electronic or facsimile transmission, and shall be deemed to have been received by you:-

(i) if by hand, when delivered (to your last known address on FMPI's record);

(ii) if by post, two days following the posting; and

(iii) if by electronic or facsimile transmission, when dispatched as confirmed by a report from the despatching equipment, despite any evidence to the contrary.

(c) FMPI will not be responsible if you fail to receive communications from FMPI if such failure is due to:-

(i) an error in your email program;

(ii) you providing FMPI with a wrong email address;

(iii) your failure to update FMPI of a change in email address; or

(iv) your failure to regularly check your email or the Website.

(d) You agree to treat as conclusive evidence, and not to dispute the validity, accuracy or authenticity of, any evidence of your instructions and communications transmitted between yourself and FMPI, including such evidence in the form of FMPI's computer records or transaction logs, magnetic tapes, cartridges, computer printouts, copies of any communication, any written statement by FMPI's officer confirming the posting of any notice or communication, or any other form of information storage.

7.7 Assignment

(a) Without in any way affecting clause 2.6, you agree that FMPI may assign, transfer or sub-contract its rights and/or obligations hereunder to a subsidiary of Fournaise, or to another company under common control with Fournaise.

(b)You may not assign, transfer or sub-contract your rights and/or obligations hereunder to any other party without FMPI’s prior written consent.

(c) These Terms and Conditions shall be binding upon and shall enure to the benefit of the successors and authorised assignees of each party.

8 GOVERNING LAW

(a) The agreement hereunder is entered into by you with The Fournaise Marketing Group Ltd (registered in England and Wales under the registration number 6443467). These Terms and Conditions together shall be governed and construed in accordance with English law and each party hereto submits to the non-exclusive jurisdiction of the Courts of England.

(b) Save for any subsidiary of Fournaise, and any other company under common control with Fournaise, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term hereunder except and to the extent (if any) where these Terms and Conditions expressly provide that such third parties have the rights to enforce this Agreement. In particular and to the extent legally possible, you agree to specifically exclude the application of any law in the United Kingdom, your country or elsewhere which provides that any third party has the right to enforce this Agreement.