Fitness Partner Agreement

1. Definitions

In this Agreement unless the context requires otherwise:

• "Business Property" means:
  1. all Materials (whatever format and wherever located), including copies, relating to the business, customers, products, finances or affairs of Shapeholdings provided to or produced, maintained or stored by Fitness Partner in connection with the Project and/or delivery of the Services (excluding Partner’s own records necessary for legal and accounting compliance); and
  2. all Equipment provided to Partners by or on behalf of Shapeholdings, and any Equipment produced by Partner, including prototypes, in connection with the Project and/or delivery of the Services.
• "Confidential Information" means all information of a confidential nature (in whatever format and wherever located), including copies, whether created before or after the date of this Agreement and whether marked "confidential" or not, including the Business Property and any Invention.
• "Fitness Partner" means the fitness business/person BUA FIT is supporting
• "Created Works" means any and all works created by or on behalf of the fitness partner in connection with the Project and/or delivery of the Services including any created Business Property (in all cases including source code).
• "Data Protection Laws" means the General Data Protection Regulation (UK) 2018 ("GDPR") and all other mandatory laws and regulations of the United Kingdom, and their member states and the United Kingdom, which are applicable to the parties’ Processing of Personal Data under this Agreement.
• "Equipment" means any equipment, fitness equipment, content, including consumables, devices, hardware, keys, machinery, software and tools.
• "Fees" means the fees for the Services described in the Appendix to this letter.
• "Intellectual Property Rights" means rights to Inventions, copyright and related rights, moral rights, patent rights, trade marks, design right, rights in or to databases, rights in or relating to confidential information, rights in relation to domain names and trade names, and all other industrial, commercial or intellectual property rights (whether registered or unregistered) throughout the world and all similar or equivalent rights or forms of protection which exist now or may exist in the future.
• "Invention" means any invention, idea, discovery and improvements, whether or not patentable, and whether or not recorded in any medium made by the Partner in connection with the provision of the Services.
• "Materials" means any materials including artwork, copy, correspondence, databases, designs, photos, diagrams, documents, information, manuals, papers, pitches, plans, records, reports, research, software and specifications.
• "Moral Rights" means any moral rights including the right to be identified, the right of integrity and the right against false attribution.
• "Project" means the project described in the Appendix to this letter.
• "Services" means the services of fitness partner to deliver the classes/project/seminar, outdoors and or online including those described in the Appendix to this letter.

The terms "holding company", "subsidiary", "parent undertaking", "subsidiary undertaking" and "wholly-owned subsidiary" will be interpreted in accordance with the Companies Act 2006, and the term "associated company" will be interpreted in accordance with section 449 of the Corporation Tax Act 2010.

The interpretation of general words will not be restricted by words indicating a particular class or particular examples.

2. Period of Services

Fitness Partners will provide the Services to Shapeholdings from their induction date unless and until terminated by either partner or Shapeholdings giving the other not less than 14 days’ notice or otherwise terminated in accordance with the terms of this Agreement.

3. Duties when providing services

Partners will provide the Services in accordance with this Agreement and will:

1. To work one growing 1 class per week at minimum in partnership with Shapeholdings
2. apply such time, attention, resources and skill as may be necessary for the due and proper performance of the Services to the standard to be expected of an expert supplier of services similar to the Services;
3. ensure that, when providing the Services, partners does not interfere with the activities of Shapeholdings, its employees, agents, suppliers or customers except as reasonably necessary to carry out the Services;
4. ensure that all written Materials given by partner to Shapeholdings are or were accurate when given, and remain accurate and comprehensive in all material respects;
5. act in Shapeholdings best interests and avoid conflicts of interest and promptly notify Shapeholdings of any conflict of interest which arises; and
6. comply with all applicable laws and Shapeholdings policies and procedures from time to time insofar as they are relevant to the Services, including all relevant security and code of conduct policies.

Unless they have been specifically authorised to do so by a director of Shapeholdings in writing, partners will not have any authority to incur any expenditure in the name of or for the account of Shapeholdings nor hold themselves out as having authority to bind Shapeholdings.

If Partners is unable to provide the Services, Partners must advise Shapeholdings as soon as reasonably practicable, and Shapeholdings will take into account how we can help moving forward.

4. Fees and Expenses

Provided the Services are performed in accordance with this Agreement, Shapeholdings will pay partners their minimum Fees and commissions on £21, £35, 95%, 93% 80% and 70%.

Shapeholdings will charge a yearly engagement fee.

Partners will submit an invoice with all information necessary to evidence that the Services have been provided in accordance with this Agreement and the corresponding amount payable (plus VAT, if applicable).

Shapeholdings will pay each valid invoice submitted by Partners within 7 days of receipt.

Shapeholdings covers no expenses or travel costs to attend your classes or classes we delegate to you.

If a Partner doesn’t show up to class they will be invoiced for the class value at minimum of £30 and run the risk of being terminated from the platform.

If a Partner pulls a BUA users into their payment process for outdoor and/or classes, via a website or facility we will be invoicing the partner for all expenses and loss of business.

5. Other Activities

Nothing in this Agreement will prevent Partner from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the period of the Services provided that such activity does not cause a breach of any of Partners obligations under this Agreement.

6. Assignment and Inventions

All Intellectual Property Rights in the Created Works and the Inventions will vest in Shapeholdings upon payment of the associated invoice and all right, title and interest to the Created Works and the Inventions and Intellectual Property Rights therein anywhere in the world will be the property of Shapeholdings.

Partners hereby absolutely and with full title guarantee assigns to Shapeholdings, by way of present assignment of present and future rights, title and interest, all Intellectual Property Rights in and to any and all Created Works and Inventions ("Assigned Rights").

This assignment includes the right to bring and defend any claim or cause of action arising from ownership of any of the Assigned Rights whether occurring before, on, or after the date of this Agreement. Insofar as they do not vest automatically by operation of law or under this assignment, the Partners holds legal title in these Intellectual Property Rights, Created Works and Inventions on trust for Shapeholdings.

To the extent that any future Assigned Rights can be assigned under this section they are so assigned. To the extent that they cannot by operation of law be so assigned, Partners agrees to assign them to Shapeholdings on their coming into existence.

Partners will notify Shapeholdings in writing of all Inventions promptly on their creation.

Partners will whenever requested to do so by Shapeholdings and in any event on the termination of this Agreement, promptly deliver to Shapeholdings all Equipment and Materials recording or relating to any part of the Created Works and the process of their creation which are in their possession, custody or power (excluding Equipment and Materials used by Partners in the ordinary course of their business).

Partners will not register or attempt to register any of the Intellectual Property Rights in the Created Works, nor any of the Inventions, unless requested to do so in writing by a director of Shapeholdings.

Partners agrees at Shapeholdings cost to do all things which are necessary or desirable for Shapeholdings to obtain for itself or its nominees the full benefit of this assignment.

7. Non-Infringement

Partners represents, warrants and undertakes that:

1. only Partners will undertake the services to create any Created Works (and if anyone else does, Partners will obtain equivalent assignment(s) to this Agreement);
2. none of the Created Works will copy wholly or substantially from any other work or material and the use or exploitation of the Created Works will not in any way violate or infringe any rights of any third party;
3. where any Created Works contain licensed Equipment or Materials, such licenses will be either (i) on an open-source basis or (ii) on a world-wide, perpetual, irrevocable and royalty-free basis, and in each case will allow Shapeholdings to use and commercialise any Created Works on an uninhibited and world-wide commercial basis;
4. there are no claims (actual or threatened) that the Created Works or any part of them infringe the Intellectual Property Rights of any third party; and
5. Partners is entitled to enter into this Agreement and has not previously assigned any of the Assigned Rights or granted any licence to any of the Assigned Rights to any third party or given any permission to any third party to use any of the Assigned Rights and Partners is unaware of any use by any third party of the Created Works.

8. Moral Rights

Partners waives absolutely and irrevocably any Moral Rights in any of the Assigned Rights.

9. Confidential Information and Business Property

All Business Property remains the property of Shapeholdings.

Partners will not (except in the proper course of their duties), either during term of this Agreement or at any time afterwards, use or disclose to any third party (and will use their best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

1. any use or disclosure authorised by Shapeholdings or as required by law; or
2. any information which is already in, or comes into, the public domain otherwise than through Partners unauthorised disclosure.

Partners will promptly on request return to Shapeholdings all and any Business Property in their possession and/or control.

10. Data Protection

Partners consents to Shapeholdings holding and processing data relating to Partners for legal, personnel, administrative and management purposes and in particular to the processing of any Special Category Personal Data as defined in Data Protection Laws relating to Partners including but not limited to:

1. information on racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation;
2. information relating to any criminal proceedings in which a Partner has been involved for insurance purposes and to comply with legal requirements and obligations to third parties.

Partners consents to Shapeholdings making such information available to Shapeholdings, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Shapeholdings or any part of its business.

Partners consents to the transfer of such information to Shapeholdings’ s business contacts outside the United Kingdom in order to further its business interests.

Partners will comply with Shapeholdings’ s data protection policy when processing personal data relating to any employee, worker, customer, client, supplier or agent of Shapeholdings.

11. Termination

Notwithstanding section 2, Shapeholdings may terminate this Agreement with immediate effect without notice and without any liability to make any further payment to Partner (other than in respect of amounts accrued before the termination date) if at any time:

1. Partner commits any gross misconduct affecting the business of Shapeholdings;
2. Partner commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of Shapeholdings;
3. Partner is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
4. Partner is, in the reasonable opinion of Shapeholdings, negligent or incompetent in the performance of the Services;
5. Partners is wound up or goes into administration.
6. Partner doesn’t show up to class on two occasions
7. Partner facilitates payments and users off the platform
8. Partners commits any fraud or dishonesty or acts in any manner which in the reasonable opinion of Shapeholdings brings or is likely to bring Partners or Shapeholdings into disrepute or is materially adverse to the interests of Shapeholdings; or
9. Partners commits a serious breach of the policies and procedures of Shapeholdings.

The rights of Shapeholdings under this section 11 are without prejudice to any other rights that it might have at law.

12. Obligations on Termination

Partners will immediately return any Business Property.

Partners will irretrievably delete any information relating to the business of Shapeholdings stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in Partners possession or under Partners control outside the premises or computer systems of Shapeholdings.

Upon completion, Partners will provide a signed statement that they have complied fully with their obligations under this section 12.

If reasonably requested by Shapeholdings for 30 days following the end of the Services for whatever reason, Partners will at their cost

1. provide all reasonable assistance to Shapeholdings to ensure an orderly handover of the Services to a successor contractor or employee; and
2. ensure that the handover is carried out with the minimum inconvenience and disruption to Shapeholdings and its business.

13. Obligations on Termination

If reasonably requested by Shapeholdings for 30 days following the end of the Services for whatever reason, Partners will at their cost

1. provide all reasonable assistance to Shapeholdings to ensure an orderly handover of the Services to a successor contractor or employee; and
2. ensure that the handover is carried out with the minimum inconvenience and disruption to Shapeholdings and its business.
3. If the BUA partner decided to spread the yearly fee across each month, the partner must pay the balance before leaving pro rota.

By countersignature of this Agreement and in consideration for the fees payable to you under the terms of this Agreement, you agree that, in order to protect the confidential information, trade secrets and business connections of the Company to which you have access as a result of your appointment, you will not (without the previous consent in writing of the Company), during the term of this Agreement and for the period of 6 months immediately after the termination of this Agreement, whether as principal or agent and whether alone or jointly with any other person, or as a director, manager, partner, shareholder, employee or Partners of, carry on or be engaged, concerned or interested in any business which is (or intends to be) in competition with any business being carried on by the Company.

14. Status

Partners will be an independent contractor and nothing in this Agreement will render Partner an employee, worker, agent or partner of Shapeholdings and Partner will not hold themselves out as such.

Partner confirms that they will be fully responsible for:

1. any taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and
2. any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by Partners against Shapeholdings arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of Shapeholdings.
3. Providing their services to their clients
4. Providing their services to BUA clients

15. Notices

1. Any notice or other communication given to a party under or in connection with this Agreement will be in writing and will be delivered by hand or sent by email to the other party’s email address as notified from time to time.
2. Any notice or communication will be deemed to have been received:
   1. if delivered personally, at the time of delivery;
   2. if sent by email, 1 hour after the time sent unless the sender received an automated message that the email has not been delivered.
   3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. Entire Agreement and Pre-Contractual Statements

This letter and the Appendix (including any documents referred to in either) is the entire agreement between Partner and Shapeholdings relating to the Services and each agrees that:

1. (unless specifically stated otherwise) they supersede any previous agreement or understanding relating to them;
2. in entering into this Agreement neither Partner nor Shapeholdings has relied on any pre-contractual statement; and
3. the only remedy available to it/them or arising out of or in connection with any pre-contractual statement will be for breach of contract.

Nothing in this Agreement will, however, operate to limit or exclude any liability for fraud.

17. Third-Party Rights

Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists or is available apart from that Act.

The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

18. General

This Agreement may only be varied by a document signed by both Partner and Shapeholdings (or their authorised representatives).

No failure or delay by Partner and Shapeholdings to exercise any right or remedy, or any partial exercise of any right or remedy, under this Agreement will waive that or any other right or remedy.

The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of England and Wales and each of Partner and Shapeholdings irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement.

19. Additional Items

1. If a Partner 'no shows' to their class or a Shapeholdings Limited (TA Bua Fit) branded class they can be terminated off the platform. If the BUA Partner has a valid excuse alongside a great attitude it may result in a written warning and staying on the platform. If it happens a second time, the BUA Partner will be terminated off the platform with no conversation.
2. When BUA terminates a Partner from the platform, BUA has the right to recoup any cost incurred under legal action and freeze their engagement on the platform immediately.
3. BUA Partner can service BUA clients we delegate to them on the platform. These clients can operate as leads for the BUA Partner businesses and they can sell the client into their own classes but they must be on the BUA platform. If they service them off the platform this will be deemed as gross mis conduct outlined in point 5.
4. For all BUA branded business delegated to BUA Partner, they must send in their invoice at gross or net value in order to get paid on the 5-7day payment window.
5. If you facilitate payments off the platform or take BUA users/clients off the platform you are terminated from BUA and you will face the full legal consequences.
6. Your class bookings, messages and streaming link notifications are turned on when we convert your profile live so you don’t miss out on sales or client information.
7. All BUA Partners must comply with the BUA script, BUA compliance when teaching BUA classes with the greatest care.
8. BUA Partners must service clients based on the class description and what the client purchased.
9. All BUA Partners must cover health and fitness compliance. Warm ups, communicate an overview of their class to clients, warm down for all classes, at all levels serviced on the platform.
10. All BUA Partners must wear BUA branding to classes on the platform.
11. BUA FIT prices for outdoor and online classes may never below £7 in the Greater London area.
12. In order to be serviced by BUA you must have classes live under brand.
13. For online classes we expect you to use a microphone to better service clients.
14. We expect you to promote your own classes with BUA FIT by obtaining content to sell your brand/classes.
15. No stock photos on our platform under any circumstances.
16. BUA FIT does not guarantee you clients. We guarantee you technology to grow your business, a user following and marketing support.
17. Please work hard to be on brand by having all your content for outdoor classes outdoors and for online classes, they must be clean professional close ups of you with fresh/white background.
18. Cut off points for classes outdoors is 3 hours if you have no sales and 15min for online classes with no sales. If you have sales it is a 1 minute cut off time.
19. We will award you with BUA Credits to try and test our outdoor and online classes to help you settle.
20. All credit transaction are paid at 95% 93% 80% and 70% of credit value-based trainer brand and BUA FIT brand.
21. Please do a run through of an outdoor and online class to test your training environment.
22. Please wait 15-20 minutes after the class start time in the event no clients arrive
23. If you need to cancel your classes, it is your responsibility to get cover for your own classes. If for whatever reasons you can’t get cover for your classes, BUA FIT will need 48 hours’ notice.
24. If clients cancel within 12 hours of your class time you will still get paid for this client transaction.
25. BUA FIT Trainers get paid a minimum fee for all bookings of 1-3 of the class prices per users minus our fee.
26. In the event that it is not possible to offer a client a group experience, the client the has the right to cancel for a full refund within the cancellation window. Under these circumstances BUA FIT is not liable to pay trainers the minimum fee.
27. All BUA FIT Partners are responsible to make sure they are compliant with Local Authorities for outdoor training. However, BUA does help and support.