AcroBeats Licence Agreement
1. Grant of Licence
AcroBeats grants to the Licensee, the exclusive right to establish and operate a business using the “AcroBeats Bungee” name and style (“the Business”) and to make use of the trade marks and other rights in the AcroBeats and AcroBeats Bungee names and brand, including the rights in any course material, in choreographed routines, in the AcroBeats website and in any other material supplied by AcroBeats to the Licensee (“the Intellectual Property”) at the Site(s) in the Territory, on the terms of this agreement.
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2. Exclusivity and Sites
2.1. Subject to this agreement, AcroBeats will exclusively licence the Licensee to run its business from the Site(s) in the Territory agreed in wiriting seperate to this Agreement
2.2. Subject to this agreement, AcroBeats will not licence any other instructor to operate a Business within the Territory for the duration of this agreement.
2.3. The Licensee may, upon prior written notice to AcroBeats, operate the Business from another suitable venue (in the opinion of AcroBeats) within the designated Territory. Once approved by AcroBeats, the venue will become part of the “Site”.
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3. Term
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3.1. This agreement begins on the date of signing the agreement and continues indefinitely, until terminated by either party serving 6 weeks prior written notice on the other at any time, subject to the other provisions of this agreement.
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4. Fees
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4.1. In consideration of the rights granted to the Licensee for the Business, the Licensee shall pay to AcroBeats;-
4.1.1.the Training Fee, being a one-time non-refundable fee for the one-day “Bungee” training course, which shall be due immediately upon signing this agreement and before training is provided. An additional Training Fee is payable if the Licensee wishes to engage additional trainers to operate from the Site(s) on behalf of the Licensee;
4.1.2.a monthly Licence Fee (if applicable) being payable on the first business day 4 weeks after the date of this agreement and thereafter on the 1st of each month (or as soon as AcroBeats can process the payment) in advance. Alternatively an annual licence fee payment shall be payable 12 months from the last annual licence fee payment date. The licence fee structure (annual or monthly) shall be agreed directly between AcroBeats and the Licensee in writing; and
4.1.3.any additional charges in respect of other goods or services provided by AcroBeats to the Licensee’s order, immediately on order or on the next monthly payment date at 4.1.2 at AcroBeats’s discretion.
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4.2. AcroBeats may notify the Licensee of changes to its standard Fees from time to time.
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4.3. If the Licensee defaults in any payment, such payment shall bear interest of 8% calculated from the due date until payments are received.
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4.4. AcroBeats shall be entitled to charge VAT in addition to all fees, where applicable, and except where Fees are stated to be VAT inclusive.
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4.5. All payments under this agreement shall be made via the Stripe payment processing system or by such other payment method as AcroBeats shall require or agree from time to time.
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4.6.The Licence Fee depends on up to date class information being maintained, and if the Licensee does not comply with this clause, AcroBeats may withdraw the Licensee’s exclusivity notwithstanding clause 2.1.
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Obligations of AcroBeats
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5.1. AcroBeats shall provide the Licensee with:
5.1.1.a one-day “Bungee” training course, for one individual, conducted at an address to be notified to the Licensee;
5.1.2.a choreographed routine at the training course and a new routines (provided that the Licensee has opted for monthly licence fee payments);
5.1.3.entry of the Licensee’s details, including details of the Licensee’s class times and Site(s), on its website for the Term;
5.1.4.access to the instructor’s portal on the AcroBeats website for the Term;
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5.1.5. access to the AcroBeats Bungee logo and branding, plus any other marketing materials availble
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5.1.6.reasonable telephone or remote advice and assistance to the Licensee in the operation of the Business for the Term.
5.2. AcroBeats may recommend class fees which it considers reasonable and fair for classes provided at the Site(s).
6. Obligations of the Licensee
6.1. The Licensee shall:
6.1.1.attend and satisfactorily complete the one- day “Bungee” training course, before providing any classes;
6.1.2.actively run the Business from the Sites within the Territory. The Licensee is expected to run sufficient sessions per week to satisfy local demand. Notwithstanding clause 2.1, if the Licensee does not operate a set number of sessions per week, which, in the reasonable opinion of AcroBeats, is sufficient to satisfy local demand (usually between 3 to 5 sessions per week) then AcroBeats reserves the right, upon two weeks’ notice, to appoint additional licensees to operate within the Territory.
6.1.3.provide classes in person, or by other individuals who have previously attended a AcroBeats “Bungee” training course. AcroBeats anticipates that classes will generally be delivered by the Licensee in person, but recognises that some Licensees may wish to engage additional authorised trainers;
6.1.4.provide classes reliably and to a reasonable standard, so as to protect the good name and reputation of AcroBeats;
6.1.5.run the business using only the name and style “AcroBeats Bungee” or ‘’AcroBeats Bungee Fitness’’ and ensure that any marketing or advertising, including online promotion of the Business, uses the same name and style;
6.1.6.obtain a suitable music licence for the whole duration of this agreement, and produce a copy to AcroBeats on request;
6.1.7.purchase such suitable and safe equipment and material only as AcroBeats recommends, for the operation of the Business. AcroBeats may require the Licensee to purchase certain equipment and material from AcroBeats or from nominated suppliers, to ensure that standards are maintained, suitable and safe equipment is used and to protect the Intellectual Property;
6.1.8.conduct the Business according to AcroBeats’s guidance and procedures from time to time, and follow such reasonable directions as AcroBeats may give as to the operation of the Business;
6.1.9.comply with all applicable laws;
6.1.10. have a suitable health or training qualification acceptable to AcroBeats and produce evidence of the same, if requested;
6.1.11. maintain appropriate public liability insurance and produce a copy certificate to AcroBeats if so requested;
6.1.12. make it clear to all customers that the Licensee is operating the Business as an independent undertaking and not on behalf of AcroBeats;
6.1.13. keep AcroBeats informed of the current details of its classes, and immediately to notify any changes, so that the AcroBeats website can be kept updated. AcroBeats may require the Licensee to update its own class details.
6.1.14. provide such information about the Licensee’s Business as AcroBeats requests; and
6.1.15. comply with any additional instructions and/or directions as notified to the Licensee by AcroBeats or their authorised representative from time to time.
6.2. AcroBeats may attend classes delivered by or for the Licensee, either announced or unannounced, to monitor compliance with this agreement including clause 6.
Use of Intellectual Property
7.1.AcroBeats grants to the Licensee a licence to use the Intellectual Property solely in accordance with, and for the purposes of, the Business at the Site(s) during the term of this agreement.
7.2.The Licensee shall take all reasonable care to protect the Intellectual Property from infringement by any third party and shall promptly notify AcroBeats of any suspected infringement by any third party.
7.3.The Licensee shall not:
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7.3.1.use the Intellectual Property in such manner that would diminish the value of the Intellectual Property;
7.3.2.apply and/ or register any mark, design, logo or name which, in the sole opinion of AcroBeats, is identical, similar or confusingly similar to any mark, design, logo or name owned or licensed by AcroBeats;
7.3.3.copy, adapt, sell or transfer to any third party, any material subject to the Intellectual Property (including without limitation, choreographed routines).
8. Restrictions
8.1. The Licensee shall not independently, or in association with anyone else, open or operate any business, which is the same as or similar to the Business (i.e. fitness classes using aerial bungee equipment), during the term of this agreement and for a period of 6 months after its termination.
8.2. The Licensee shall not actively seek to poach current customers or trainers of other licensees of AcroBeats away, during the term of this agreement and for a period of 6 months after its termination, provided that this clause shall not restrict general marketing activities of the Licensee which are not directed specifically at such customers.
8.3. If the Licensee receives any confidential information belonging to AcroBeats, it shall keep it confidential and shall not use or disclose or make it available, to any third party.
8.4. The provisions of this clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of this agreement for any reason.
9. Liability
9.1. The Licensee agrees to indemnify AcroBeats and keep AcroBeats indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses and/or other liability in any way arising from any breach of the Licensee's obligations under this agreement.
9.2. The terms of this agreement represent the whole agreement between the parties and all other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise are expressly excluded from the agreement.
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9.3. AcroBeats shall not be liable under contract, tort (including negligence) or otherwise for any indirect or consequential loss, damage, cost or expense of any kind.
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9.4. In any event, save where prohibited by law, the liability of AcroBeats for any claim shall be limited to the Licence Fees paid to it by the Licensee for the period of 12 months up to the event or issue giving rise to the claim.
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10. Sale of the Licensee’s Business
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10.1. The Licensee must obtain the written consent of AcroBeats in advance of the sale of the Licensee’s Business to any third party, or any material change of control of that Business. Such consent will be subject to the following conditions:
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10.1.1. the buyer must be acceptable to AcroBeats and sign a licence agreement on AcroBeats’s then current terms;
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10.1.2. the buyer must have completed successfully the “Bungee” training course;
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10.1.3. payment of a Transfer Fee to AcroBeats equivalent to 15% of the total consideration (net of any VAT) payable by the buyer for the Business or any part of it or the Licensee’s interest in it;
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10.1.4. all sums due to AcroBeats up to completion of such sale, having been duly paid.
11. Termination
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11.1.This agreement may be terminated immediately by either party serving written notice on the other, in the event that the other party ceases trading or enters into any formal insolvency process.
11.2. AcroBeats may also terminate this agreement by immediate written notice, if the Licensee acts in material breach of the agreement.
11.3. On the termination of this agreement, the Licensee’s licence to use the Intellectual Property and to operate the Business shall expire and the Licensee shall immediately cease using and operating the same. The Licensee shall return any confidential information belonging to AcroBeats and shall deliver to AcroBeats or destroy all material and equipment bearing the AcroBeats name or brand.
12. Miscellaneous
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12.1.The Licensee shall not assign, sub-license, delegate or transfer any or all of its rights or obligations under this agreement without prior written consent of AcroBeats.
12.2. No variation of this agreement shall be effective unless made in writing, signed by both parties.
12.3. This agreement shall be governed by the laws of England and Wales and any dispute concerning it or its interpretation shall be adjudicated in that jurisdiction.