instructor T&C’s
This Agreement applies to any individual, sole trader or business that has successfully completed the Course.
In this Agreement, “we/us/our” means Shut Up I’m Dancing Ltd, trading as Movement is Medicine, a company registered in England and Wales under number 13968463, whose registered office address is at First Floor Office, 3 Hornton Place, London, W8 4LZ. “You/your” means the individual, sole trader or business entering into the Agreement with us.
We have developed, own and operate the Movement is Medicine brand (“the Brand”). We own the entire right, title and interest in the Intellectual Property and the Systems of the Licensed Business and the Brand.
You have successfully completed the Course and wish to now operate the Licensed Business. We have agreed to grant you the right to operate the Licensed Business and to provide the Services for and on our behalf in accordance with the terms and conditions set out in this Agreement. It is agreed as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Intellectual Property” means the System and our trademarks, trade secrets, symbols, logos, patents, branding, trade names, copyright protected material, designs, goodwill and licences belonging to us and provided to you to be used by you for the provision of the Services under the Licensed Business;
“Licence” means the licence given by us to you under this Agreement for the use of our Systems and Intellectual Property, and the right and privilege on a non-exclusive basis to provide the Services on our behalf;
“Licensed Business” means the business operated by you under the Licence;
“Services” means all services sold or carried out by you; and
“System” means the distinctive and proprietary system of operating and managing the Licence granted by us.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing” and “written” includes emails and text messages;
1.2.2 a statute or a provision of a statute refers to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “Agreement” refers to this Agreement, as may be amended or supplemented at the relevant time;
1.2.4 a clause refers to a clause of this Agreement;
1.2.5 “party/parties” refer to the parties to this Agreement;
1.2.6 the parties include their respective employees, agents and sub-contractors.
1.3 The headings used in this Agreement are for convenience only and will have no effect on their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.
2. The Course
2.1 Before any Licence will be granted under this Agreement, you must engage in and successfully complete the Course in accordance with our Terms and Conditions for Online Training.
2.2 Following the completion of all relevant training, you will be required to create an outline of the Services you wish to provide under the Licensed Business, which must be approved by us. This will include a 4-week pilot course (“Pilot Course”), subject to the following conditions:
2.2.1 You must not advertise or charge for the Pilot Course;
2.2.2 All participants should be your friends and family;
2.2.3 Each participant must complete and return a wellbeing assessment and results to us;
2.2.4 You will allow us access to observe and review at least one class during the Pilot Course to assess your progress;
2.2.5 The Pilot Course must be booked by all participants within 6 weeks of completion of the relevant training, and completed within 4 weeks (therefore the Pilot Course must be completed by all participants within 10 weeks of the final training date).
3. Grant of Licence
3.1 Upon the successful completion of the Course, and upon receipt of the fees under clause 4, we will grant to you:
3.1.1 a certificate of completion (“Certification”);
3.1.2 the right and privilege, on a non-exclusive basis, to operate the Licensed Business as a certified “Movement is Medicine” Instructor;
3.1.3 the right and privilege, on a non-exclusive basis, to showcase your badge of completion on social media and on your website to promote the Licensed Business. Please note the Certification contains personal data and therefore this cannot be shared under any circumstances;
3.1.4 a Licence to use our Intellectual Property where necessary for the provision of the Services, subject to clause 7;
3.1.5 access to our digital community support groups, where you will be permitted to share resources and opportunities; and
3.1.6 promotion of your name and booking information on our website, if you request this. Please note that in order for us to do this, you will need to complete and return the forms and provide us with the necessary information, and notify us immediately in the event of any changes. It is your responsibility to update the website with class scheduling and other information, using the forms provided.
4. Fees and Payment
4.1 You can choose to pay the Licence fees on a monthly or annual subscription basis. We will advise you of the prices in effect at the time, once we issue the post-training pack to you.
4.2 Payment of the Licence fee will grant you the Licence to use the System and resources provided, and to operate as part of the network, until the Agreement is terminated under clause 10.
4.3 We may amend the Licence fees at any time but will give you no less than 3 months’ written notice of this prior to the renewal date.
4.4 All payments must be made by direct debit and are non-refundable.
4.5 All prices are exclusive of VAT, where applicable.
4.6 The time for payment is of the essence of the Agreement. If you fail to make any payment to us by the due date then, without prejudice to any statutory rights which we may have, we will have the right to suspend the Licence, terminate the Agreement and/or charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue after as well as before any judgment. We will also charge for any costs we incur in attempting to recover any outstanding debt.
5. Our Obligations
5.1 We will:
5.1.1 provide you with a copy of any of our policies and procedures and any subsequent updated editions or versions;
5.1.2 provide you with any new resources and materials we may add to the System, at no additional cost;
5.1.3 provide you with any Confidential Information that is essential for the operation of the Services; and
5.1.4 endeavour to maintain high and uniform standards of quality and service in order to protect and enhance the reputation of the Brand.
5.2 We will have no obligation to provide you with advice or support. Any advice or support we agree to provide will be at our discretion and may be chargeable.
6. Your Obligations
6.1 You must:
6.1.1 conduct the Services in a professional manner according to your training and any policies and procedures assigned by us, and any subsequent amendments to them, and comply with all instructions contained in them;
6.1.2 assume the primary responsibility for running the Licensed Business and devote such effort, time and energy to the provision of the Services as is required;
6.1.3 comply with any legislation and regulations and obtain any necessary licences and consents in relation to the set-up and running of the Licensed Business in the country or countries in which you will be operating; and
6.1.4 not commit any offence or take any action which could undermine or devalue the reputation of our Brand.
6.2 You will be responsible for any third-party costs incurred in the provision of the Services by you including, but not limited to, music licence costs, use of your chosen booking system, and the costs of obtaining and maintaining any other licences as required.
6.3 If you:
6.3.1 use, or attempt to use, any music which has not been previously approved by us during the provision of the Services; or
6.3.2 use, or attempt to use, any advertising or promotional material where such wording has not been approved by us in writing; or
6.3.3 otherwise fail to comply with your obligations under this Agreement
then we will have the right to suspend the Licence and/or terminate the Agreement under clause 10.
7. Use of Intellectual Property and the Licence
7.1 Subject to clause 3, we grant you the Licence to use the Intellectual Property during the term of this Agreement, solely for the purpose of providing the Services.
7.2 For any use of the Intellectual Property, you must clearly indicate:
7.2.1 that the Intellectual Property is registered, where applicable;
7.2.2 that we own the Intellectual Property; and
7.2.3 that you are using the Intellectual Property under the Licence.
7.3 You must take all reasonable care to protect the Intellectual Property from infringement by any third party and must promptly notify us of any such suspected infringement.
7.4 You agree to not:
7.4.1 sub-licence any Licence granted to you under this Agreement;
7.4.2 use the Intellectual Property in such a manner that would diminish its value; or
7.4.3 use, apply and/or register any mark, design, logo or name which, in our sole opinion, is identical, similar or confusingly similar to any Intellectual Property of ours.
7.5 You acknowledge that we have and will continue, from time to time, to grant rights to various other persons to own and operate other or similar Licences under the Brand and using our System and Intellectual Property. You acknowledge that the agreements with these other persons may contain provisions, conditions and obligations that differ from those contained in this Agreement. The existence of any different agreements and the fact that we and other persons may have different rights and obligations does not affect your and our obligation to comply with the terms of this Agreement.
7.6 For the avoidance of doubt, it is declared that you will have no right to use the Brand, the System or the Intellectual Property except as expressly licensed to you as detailed in this Agreement, throughout the term of this Agreement.
8. Status
8.1 You will at all times be an independent contractor and will be responsible for payment of your own income tax and national insurance contributions or similar taxes or contributions for payments made to you. You are also responsible for your own set-up costs, expenses and VAT, where applicable, together with any third-party costs as set out in clause 6.2.
8.2 As an independent contractor, you will have no entitlement to annual leave, holiday pay or Statutory Sick Pay.
8.3 You are entitled to substitute or employ another worker with the necessary skills and experience to perform the Services. It is vital that the worker you appoint is a fully licensed instructor of the Brand, as they will need to have undertaken our vetting procedures as set out in this Agreement. Your activities and those of your substitutes or employees are at all times under your exclusive direction and control. Subject to the provisions of this clause 8, you will at all times be responsible for organising how and in what order the Services are to be carried out.
8.4 You agree to indemnify us in respect of any claims that may be made by the relevant authorities (including Employment Tribunal claims) against you as a result of your (or any worker’s) status as an independent contractor.
8.5 You are required, throughout the term of the Agreement and for a minimum of 1 year after termination, to hold Public Liability Insurance with a minimum indemnity limit of £1 million and to provide copies of such policies to us on request.
8.6 Nothing in this Agreement will be deemed to create any partnership, joint venture or employment relationship between the parties.
9. Confidentiality
9.1 For the purpose of this clause 9, “Confidential Information” includes the details of this Agreement, details of the Course, the Intellectual Property, and any marketing, sales, promotional and proprietary information relating to the Brand, the System and the Licence.
9.2 You undertake that, except as provided by clause 9.3 or as authorised by us in writing, you will at all times during the continuance of this Agreement and for 5 years after its termination:
9.2.1 keep confidential all Confidential Information;
9.2.2 not disclose any Confidential Information to any other party;
9.2.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;
9.2.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.2.5 ensure that (as applicable) none of your directors, officers, employees, workers, agents or advisers does any act which, if done by you, would be a breach of the provisions of clauses 9.2.1 to 9.2.4.
9.3 Subject to clause 9.4, you may disclose any Confidential Information to:
9.3.1 any of your sub-contractors or suppliers;
9.3.2 any governmental or other authority or regulatory body; or
9.3.3 any of your employees, workers or officers or those of any party described in clauses 9.3.1 or 9.3.2.
9.4 Disclosure under clause 9.3 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case you must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in clause 9.3.2 or is an authorised employee or officer of such a body, you must obtain and submit to us a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
9.5 You may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of yours.
9.6 When using or disclosing Confidential Information under clause 9.5, you must ensure that you do not disclose any part of that Confidential Information which is not public knowledge.
9.7 The provisions of this clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
10. Term and Termination
10.1 This Agreement will come into force on the date the Licence is granted and will continue until it is terminated by either party in accordance with this clause 10.
10.2 We may terminate this Agreement at any time by giving you no less than 7 days’ written notice.
10.3 For monthly subscriptions, you may terminate this Agreement at any time by giving us no less than 30 days’ written notice. For annual subscriptions, you may terminate this Agreement by giving us no less than 30 days’ written notice prior to the annual renewal date.
10.4 Either party may terminate this Agreement immediately if:
10.4.1 the other party has committed a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after being given a written notice to do so; or
10.4.2 the other party goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation), if a receiver is appointed in respect of the whole or any part of its assets or if anything similar occurs in relation to the other party.
10.5 In the event of termination for any reason:
10.5.1 any outstanding sums owed to us will become immediately due and payable;
10.5.2 the Licence will expire, and you must immediately cease to represent yourself as operating under the Licensed Business and must remove all references to such effect from your stationery, promotional literature, website and other materials;
10.5.3 you must immediately cease to use all Intellectual Property and Confidential Information; and
10.5.4 all the rights and obligations of the parties under this Agreement will terminate, except for any rights or obligations to which any of the parties may be entitled or be subject before its termination (which will remain in full force and effect) and except as otherwise provided in this clause 10.
11. Liability
11.1 You undertake to indemnify us and keep us fully indemnified at all times from and against all actions, proceedings, claims, demands, costs, awards or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by you of any of your undertakings, warranties, or obligations under this Agreement.
11.2 Notwithstanding anything to the contrary in this Agreement, we will not, except in respect of death or personal injury caused by our negligence, be liable to you by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any indirect or consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by our negligence or that of our employees or agents or otherwise) arising out of or in connection with any act or omission of ours.
12. Assignment
This Agreement will be binding upon and ensure to the benefit of the parties and their respective legal successors but will not otherwise be assignable by you without our prior written consent, such not to be unreasonably withheld. We will be entitled to assign any or all of our rights or obligations under this Agreement by so notifying you in writing.
13. Force Majeure
Neither party to this Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, acts of terrorism or war, governmental action or any other event that is beyond the control of the party in question.
14. Entire Agreement
14.1 This Agreement, together with any documents referred to in it, constitutes the entire agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether written or oral, relating to such subject matter.
14.2 No variation or amendment of this Agreement will bind either party unless it is made in writing and agreed to in writing by duly authorised officers of both parties.
15. Other Important Terms
15.1 No failure or delay by either party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
15.2 In the event that one or more of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of the Agreement. The remainder of this Agreement will be valid and enforceable.
15.3 Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
16. Governing Law and Jurisdiction
16.1 This Agreement (including any non-contractual matters and obligations arising from it or associated with it) will be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising from it or associated with it) will fall within the jurisdiction of the courts of England and Wales.