Terms & Conditions

AGREEMENT

The Franchisor and Instructor agree as follows:

1. Right to trade under the Franchise initial training

1.1) In consideration for the payment by the Instructor of the Initial Fee and the Monthly Fees, the Franchisor grants to the Instructor the right to operate the Franchise during the continuance of this agreement.

1.2) Before the Instructor starts her Franchise, the Franchisor will provider to her the Instructor Training and access to the Instructor Materials which will include access to frequently updated choreography and new routines to use in the Franchise.

1.3) The Franchisor may (acting reasonably) amend any of the provisions of this agreement at any time by giving the Instructor at least 3 months’ written notice of the change. This does not affect the Instructor’s right to terminate this agreement on notice under clause.

2. Franchise Payments

2.1) The Initial Fee is payable by the Instructor to the Franchisor on or before the date of this agreement. Please note that the Initial Fee is non-refundable and no reimbursement or rebate of any of the Initial Fee will be due to the Instructor in the event of the Instructor ceasing to be a franchisee of the Franchisor for any reason.

2.2) The Monthly Fees are payable by the Instructor to the Franchisor by direct debit to be paid on the agreed day of each month during the continuance of this agreement.

2.3) The Monthly Fee can be reviewed annually by the Franchisor and may be increased by her once in any 12 month period provided that she gives the Instructor at least 3 months’ written notice of the increase.

2.4) If the Instructor does not obtain the Required Accreditation within 18 months from the date of the Instructor Training the Instructor will be required to undergo Refresher Training for which a fee of £99.00 will be payable in advance by the Instructor to the Franchisor such Refresher Training to be arranged with the Franchisor within 1 month.

2.5) Please note that all amounts payable by the Instructor are exclusive of any value added tax chargeable by the Franchisor which, if payable, will be due from the Instructor in addition.

2.6) If the Instructor fails to make any payments to the Franchisor by the due date for payment, the Franchisor has the right to charge interest on the overdue amount at the rate 3% per cent per annum above the then base rate of Santander Bank plc. Any such interest will accrue on the overdue amount on a daily basis from the due date of the payment until the date of actual payment (whether before or after judgment).

3. Instructor’s Specific Obligations

During the continuance of this agreement the Instructor will:

3.1) within 18 months of completion of the Instructor Training, obtain the Required Accreditation;

3.2) at all times, after the initial 18 months period referred to in clause 3.1, hold the Required Accreditation and not teach or be in charge of any fitness class under the Franchise brand or use the Instructor Materials when she does not hold such Required Qualification;

3.3) not undertake any classes with the assistance of any person who is not a duly accredited Rockfit Instructor;

3.4) ensure that all classes taught by the Instructor are compliant with the Rockfit Manual and conform to the standards set by the Franchisor (as explained initially during the Instructor Training course and as published and updated from time to time in the Instructor Materials);

3.5) except with the Franchisor’s prior approval, only use the choreography featured in the Instructor Materials and not perform, record or deliver any choreography or Instructor Material outside of Rockfit fitness classes;

3.6) notwithstanding clause 3.5, obtain the Franchisor's approval prior to introducing any new choreography, including but not limited to, new music tracks, routines, warm-ups, or stretches;

3.7) only use advertising and marketing materials and merchandise approved by the Franchisor, which approval (in the interests of protecting the name and image of Rockfit) the Franchisor may refuse for any reason;

3.8) be responsible for securing all venues for the carrying on of her Franchise business and ensure that all payments for the venues are paid on time as and when required under the relevant venue payment terms;

3.9) ensure that the Instructor and her chosen venues have all PRS, MCPS and any other relevant licences in place to play the required soundtracks. Please note that the Franchisor does not offer any licence to play, perform or broadcast the soundtracks used in the Instructor Materials, and the Instructor is solely responsible for securing these rights;

3.10) obtain the Franchisor's prior approval before booking or instructing at or appearing as a Rockfit representative at any venue for large scale or public instruction or performance or other event as part of the Rockfit brand, including but not limited to festivals or community events. For this purpose a large scale event will be any event at which more than 50 persons may participate or observe;

3.11) in the event of submitting an application for a lead or presenting role at any event organised or authorised by the Franchisor, submit to the Franchisor an audition tape of no more than five minutes for consideration, highlighting the Instructor's qualifications and attributes, demonstrating their suitability for the role in question. The Franchisor is under no obligation to accept or approve submissions;

3.12) comply with the Instructor Code of Conduct, as the same may be updated and notified or issued to its instructors from time to time. The version in force as at the date of this agreement is annexed to this agreement;

3.13) ensure that she and her chosen venues have (as applicable) and maintain an all-risk insurance policy with a reputable insurance company (or companies) with such amount of cover as the Franchisor may specify from time to time to include:

• • public liability;
  • employer’s liability;
  • any further insurances deemed typical of any venue where activities contemplated by this agreement are undertaken;

If the Instructor fails to take out and maintain such policies or to pay the premiums for such policies, the Franchisor may do so and the Instructor will reimburse the Franchisor for all costs and expenses incurred in doing so;

3.14) only use the www.rockfit.org.uk website for her Franchise business and not share her login details or any of the Instructor Materials with any other person;

3.15) not (directly or indirectly) market, produce, sell or distribute any non-official Rockfit merchandise to any person; and

3.16) not knowingly conduct any exercise classes under the Franchise business within 2 miles at a time that overlaps with any part of any class of any other of the Franchisor’s franchisees within such area. The Instructor is required to actively investigate and review the advertised sessions of other RockFit franchisees within this 2 miles radius before setting her own dates for providing sessions; and

3.17) ensure that she acts responsibly and in accordance with all laws and regulations including health and safety laws and regulations relating to her conduct of the Franchise business, including all data protection laws relating to the use of personal data, emails and marketing to the public.

4. Franchisor’s Specific Obligations

For so long as the Instructor complies with her obligations under this agreement, the Franchisor will during the continuance of this agreement:

4.1) make the Instructor Materials available to the Instructor including access (subject to downtime for maintenance and unavoidable interruptions) to the designated franchisee areas of the pro.rockfit.org.uk website;

4.2) make the Instructor Materials available to the Instructor including access (subject to downtime for maintenance and unavoidable interruptions) to the designated franchisee areas of the pro.rockfit.org.uk website;

4.3) update the Manual and Instructor Materials from time to time and promptly inform the Instructor (which may be by way of email or a notice on the pro.rockfit.org.uk website) of all such updates;

4.4) make herself available at reasonable times (which may be by way of email or video calls) to provide ongoing reasonable support, know-how and guidance to the instructor for her Franchise business; and

4.5) provide to the Instructor access to such advertising materials as she offers to her other Franchisees as a whole. Please note that the instructor will be responsible for the printing and publishing costs for the advertising materials that she uses in connection with her franchise business costs of for the Instructor’s Franchise before the Commencement Date in such manner as it may, in its absolute discretion, think fit.

5. Franchisor’s Specific Obligations

5.1) The Instructor agrees to use the Rockfit Trade Marks and brand only as set out in the Manual or as otherwise expressly approved in advance in writing by the Franchisor.

5.2) The Instructor may promote and advertise the Franchise business in the Territory in accordance with the Manual using any materials supplied by the Franchisor for this purpose and agrees to co-operate with the Franchisor in relation to any special promotion or advertising campaign that the Franchisor may reasonably require from time to time.

5.3) The Instructor must not set up any internet domain using (as its whole or part) the word Rockfit but may set up a Rockfit related Facebook page for her Franchise business and a Twitter account, Instagram account or other social media accounts for her specific Franchise business.

5.4) Notwithstanding the above the Instructor may not under any circumstances, except with the express prior written approval of the Franchisor, alter the appearance of the Rockfit logo including, but not limited to, its proportions, colour and font and may not add to or embellish in any way the Rockfit logo or incorporate it into any other mark.

5.5) The Instructor must not share any video of Rockfit classes or routines lasting more than 30 seconds with the general public without the express prior written approval of the Franchisor.

5.6) The Instructor must not sell or share with any other person (other than by way of permitted distribution) any marketing materials obtained from the Franchisor.

5.7) The instructor-specific Rockfit branded clothing and other materials provided to the Instructor for use in connection with her Franchise business is for the sole use of the Instructor and may not be sold, loaned, shared or distributed with or to any other person.

6. Copyright, Trademarks and Intellectual Property Rights

6.1) All copyright, trademarks and other Intellectual Property Rights in the Instructor Materials or otherwise arising out of or in connection with Rockfit (including any possible or actual improvement or modification to Rockfit or any Rockfit related business opportunity which comes to the Instructor’s attention) are owned by the Franchisor.

6.2) In particular, the instructor acknowledges that the Franchisor owns the Trade Marks and all Intellectual Property Rights in relation to the choreography and fitness routines developed and published by the Franchisor under the Rockfit brand.

6.3) The Instructor may only use the Instructor Materials and other Intellectual Property Rights of the Franchisor relating to Rockfit in connection with her Franchise business strictly in accordance with the terms of this agreement (including the Manual) and may not grant any rights, licence or franchise (or purport to do any such thing) to any other person in respect of any of the Instructor Materials and other Intellectual Property Rights of the Franchisor relating to Rockfit.

6.4) The Instructor must not develop publish or use any intellectual property that are reasonably considered to be confusingly similar to any of the Instructor Materials and other Intellectual Property Rights of the Franchisor relating to Rockfit or otherwise do anything that may adversely affect the Intellectual Property Rights of the Franchisor relating to Rockfit or prejudice the Franchisor’s rights or title in them.

6.5) Where the Instructor does create any choreography for use in connection with Rockfit, whether with the consent of the Franchisor or otherwise and whether for the Instructor’s own Franchise business or for another Rockfit franchisee or otherwise capable of being used in connection with Rockfit), such choreography shall be the property of the Franchisor and the Instructor hereby (by way of future assignment) assigns to the Franchisor the copyright and all other rights of a like nature conferred under the laws of the United Kingdom (and all other countries of the world) in such choreography and all notes and recordings thereof as created by the Instructor from the date of this agreement and in all modifications and amendments thereto made by the Instructor absolutely for the full term during which the said rights and any renewals or extensions shall subsist. The Instructor hereby waives her right to be identified as the author of such choreography and related materials and her right to object to derogatory treatment of the same.

6.6) The Instructor will promptly notify the Franchisor if she becomes aware of any unauthorised use of the Rockfit brand, Trade Marks, marketing materials or any other facet of the Rockfit business and will co-operate, so far as is reasonable, with the Franchisor in enforcing and protecting the Franchisor’s rights in respect of the Rockfit brand and Intellectual Property Rights which may include assigning any rights that the instructor has acquired in relation to them to the Franchisor.

7. Limitations of Liability

7.1) Nothing in this agreement limits or excludes the liability of the Instructor or the Franchisor for death or personal injury caused by their negligence, or the negligence of their employees or for fraud of fraudulent misrepresentation.

7.2) Franchisor shall under no circumstances whatsoever be liable to the Instructor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this agreement.

7.3) The total liability of either party to the other in respect of all other losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of the
Monthly Fees paid or payable by the Instructor during the period of 12 months prior to the date of the fact or matter giving rise to the claim to which the liability relates.

7.4) Except as set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

8. Termination

8.1) The Instructor’s right to operate the Franchise business will start on the Commencement Date and will continue unless and until this agreement is terminated as set out in this agreement.

8.2) The Instructor may terminate this agreement for any reason, without prejudice to any of her rights or remedies, by giving at least 1 months’ written notice to the Franchisor.

8.3) The Franchisor may terminate the Franchise for any reason, without prejudice to any of her rights or remedies, by giving at least 3 months’ written notice to the Instructor.

8.4) The Franchisor may terminate the Franchise with immediate effect (or following such notice period as she sees fit), without prejudice to any of her rights or remedies, by giving written notice to the Instructor if:

1. 1. 1. the Instructor fails to pay any amount due under this agreement on the due date for payment and remains in default 7 or more days after being notified in writing to make such payment; or
      2. the instructor fails to pass the Instructor Training to the Franchisor’s reasonable satisfaction; or
      3. the Instructor fails to obtain the Required Accreditation within 12 months of completing the Instructor Training and either does not take the Refresher Training as required under this agreement or fails to complete it to the Franchisor’s reasonable satisfaction; or
      4. the Instructor commits any other breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
      5. persistent complaints continue to be made to the Franchisor about the Instructor or her Franchise business and the Instructor, having received notice of such complaints, fails to satisfy the Franchisor that the complaints are unfounded or that the instructor has addressed the matters raised by those complaints; or
      6. the Instructor, in the reasonable opinion of the Franchisor, challenges any of the Trade Marks or does or allows to be done, anything which might jeopardise or invalidate the registration of any of the Trade Marks, or does anything which might assist, or give rise to, an application to remove any of the Trade Marks or which might prejudice the right or title of the Franchisor to the Trade Marks or which might harm the goodwill of Rockfit or bring the reputation of Rockfit into disrepute; or
      7. (g) the Instructor gives the Franchisor any false or misleading information, or makes any misrepresentation in connection with obtaining this agreement or her operation of the Franchise business.

8.5) On termination of the Franchise for any reason the Instructor must:

1. 1. 1. immediately pay to the Franchisor all outstanding unpaid actual or pending invoices (including the Monthly Fee for the months in which notice of termination was given and in which it takes effect);
      2. immediately cease to operate the Franchise and cease to trade under any of the Trade Marks, and not hold herself out as Rockfit instructor or do anything that may indicate any relationship between the Instructor and the Franchisor;
      3. promptly (and in any event within 7 days) return or, at the Franchisor’s election, destroy all copies of the Manual and other Licensor Materials and Rockfit branded products and materials in her possession or under her control;
      4. immediately remove and delete all social media accounts associated with the Franchise business;
      5. immediately stop using the Franchisor’s Intellectual Property, including the Trade Marks;
      6. promptly when received pass all enquiries relating to Rockfit, including details and contact numbers of prospective customers, received after termination to the Franchisor;

8.6) Termination of this agreement, however arising, does not affect the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Franchise which existed at or before the date or termination and clauses of this agreement which expressly or by implication have effect after termination will continue in full force and effect after termination.

9. Restrictions

9.1) In order to protect any confidential information, trade secrets and business connections of the Franchisor and the Franchisor’s other Instructors, the Instructor covenants with the Franchisor that she shall not:

1. 1. 1. during the continuance of this agreement or for 18 months after the termination of this agreement, be involved with the provision of rock music themed dance fitness services or merchandising or franchising, whether inside or outside the Territory, to any person who, during the 12 prior to the date of termination of this agreement, was a customer of the Instructor’s Franchise business; or
      2. during the continuance of this agreement or for 18 months after the termination of this agreement, solicit or endeavour to entice away from the Franchisor or any other Instructor of the Franchisor the business or custom of any existing customer of theirs with a view to providing rock music themed dance fitness services or merchandising or franchising in any way that is in competition with Rockfit or the Rockfit franchise business of any other instructor, whether inside or outside the Territory; or
      3. during the continuance of this agreement or for 18 months after the termination of this agreement, be involved as agent, consultant, director, employee, owner, partner or shareholder with any business concern providing rock music themed dance fitness services or rock music themed dance fitness merchandising or rock music themed dance fitness franchising in any way that is (or intends to be) in competition with Rockfit or the Rockfit franchise business of any other instructor, whether inside or outside the Territory. This shall include being interested in or concerned with or advising on (whether as owner, employee, consultant or otherwise) any new business carrying on or intending to carry on any such restricted business.
      4. during the continuance of this agreement or for 18 months after the termination of this agreement, in the course of any business providing rock music themed dance fitness services or merchandising or franchising which is in competition with or similar to Rockfit or the Rockfit franchise business of any other instructor, offer to employ or engage, or otherwise endeavour to entice away, any employee or instructor of the Franchisor or of any other instructor of the Franchisor, of whom the instructor has become aware as a result of being a franchisee of the Franchisor or with whom the Instructor has dealt in the 12 months prior to the termination of this agreement.

10. Miscellaneous legal provisions

10.1) The Franchisor may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, charge, subcontract or deal in any other manner with her rights and obligations under this agreement and may subcontract or delegate in any manner any or all of her obligations under it to any third party or agent.

10.2) The Instructor may not, without the prior written consent of the Franchisor, assign, transfer, charge, subcontract or deal in any other manner with all or any of her rights or obligations under this agreement.

10.3) Any notice if other communication required to be given to a party under or in connection with this agreement shall either be in email (duly receipted) or in writing to be delivered to the other party personally of sent by pre-paid first- class post, recorded delivery or by commercial courier, at her last known residence or principal place of business.

10.4) Any notice of other communication shall be deemed to have been duly received, if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

10.5) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

10.6) Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

10.7) No one other than a party to this agreement or their successors to and permitted assignees of it, shall have any right under or in connection this agreement to enforce any of its terms.

10.8) This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).