1. DEFINITIONS & INTERPRETATION

    1. Definitions

      In this Agreement, unless the context otherwise requires:

      Agreement means these terms and conditions, including any schedule or annexure to it;

      Business means the business of the Instructor being the provision of Fitness Classes;

      Confidential Information means the following information that is not already in the public domain (or which is in the public domain as a result of a breach of this Agreement), whether or not in written form:

      1. technical, financial and business information, business plans, business models and reports;
      2. in the case of The Jungle Body, the Intellectual Property; and
      3. designs, specifications and drawings, technology, knowledge, strategies, know-how and models;

      Fitness Classes means either the Tyga class, Konga class, Jagua class, Burn Class, Personal Instructing Class or the Vypa class or any other fitness class as elected by the Instructor which is offered by The Jungle Body;

      Instructor means that person specified in Item 1 of the Schedule and includes any Staff;

      Insurance means:

      1. public liability insurance for a sum insured of an amount not less than $10 million dollars, with an insurer approved under the Insurance Act 1973 (Cth) in the name of the Instructor; and
      2. professional indemnity insurance for a sum insured of an amount not less than $5 million dollars, with an insurer approved under the Insurance Act 1973 (Cth) in the name of the Instructor.

      Intellectual Property means the Marks, copyrights, designs, patents, inventions, processes and other technical know-how and other rights in industrial property and applications for them and licence agreements or other arrangements under which a person has the right to use any of the foregoing;

      License means the non-exclusive licence(s) granted by The Jungle Body to the Instructor under clause 2;

      Location means the location specified by the Instructor;

      Marks means any of The Jungle Body’s trademarks (registered or unregistered), logos, service marks, trade names, business names;

      Materials mean the following working materials to be provided by The Jungle Body during the Term:

      1. The Jungle Body Instructor Handbook;
      2. monthly Choreography videos (at The Jungle Body discretion);
      3. monthly education (at The Jungle Body’s discretion) outlining new movements, music suggestions and class development suggestions;
      4. PDF posters, promotional material and banners;
      5. a personal profile on the official The Jungle Body website.

      Training Fee means the Training Fee specified on The Jungle Body Website payable in accordance with clause 3, as varied from time to time pursuant to clause 4;

      Membership Fee means the ongoing Licensee Fee specified on The Jungle Body Website payable in accordance with clause 3, as varied from time to time pursuant to clause 4;

      Specified Services means the right for the Instructor to:

      1. use the Marks for the purposes of operating and promoting a ‘Jungle Body’ outlet pursuant to the Licence and the terms of this Agreement or otherwise as directed by The Jungle Body from time to time;
      2. the right to promote those Fitness Classes elected by the Instructor for which it has agreed to pay the Membership Fee;
      3. advertise or promote the Business; and
      4. subject to the Instructor having received all training requirements pursuant to clause 6, provide and instruct the Fitness Classes;

      Staff means any employees, personnel, officers, agents, licensees and contractors of the Instructor;

      System means the methodology and format of the Fitness Classes and includes dance steps, music arrangements and fitness techniques;

      Term means that period of time until this Agreement expires or terminated in accordance with this Agreement;

      The Jungle Body means The Jungle Body Pty Ltd ACN 144 825 301 trading as The Jungle Body; and

      The Jungle Body Website means the website located at www.thejunglebody.com or www.thejunglebody.com.au or www.thejunglebodylabel.com or www.thekongadvd.com or www.thejunglebodyonline.com or such other websites specified by The Jungle Body from time to time.

    2. Interpretation

      In this Agreement, the following rules of interpretation apply unless the context requires otherwise:

      1. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
      2. a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
      3. a reference to a clause or schedule is to a clause or schedule of this Agreement unless otherwise specified;
      4. a reference to any party to this Agreement or any other agreement or document includes that party’s agents, sub contractors, successors or permitted assigns;
      5. a reference to any agreement or document is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Agreement;
      6. a reference to any legislation or any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
      7. a reference to dollars or $ is to Australian currency unless otherwise specified;
      8. a reference to a right or obligation of any two or more persons confers that right or imposes that obligation, as the cause may be, jointly or severally;
      9. a reference to conduct includes any omission, statement or undertaking, whether or not in writing; and
      10. a reference to includes means “includes without limitation”.
  2. GRANT OF LICENCE

    1. Subject to
      1. clause 2.2;
      2. the Instructor having completed all training and certification requirements in accordance with clause 6; and
      3. clause 6.4,
      in consideration of the Instructor paying the Membership Fee, The Jungle Body hereby grants a non exclusive, non transferable Licence to the Instructor to use the Marks and the System during Term and perform the Specified Services subject to the terms and conditions set out in this Agreement.
    2. The Instructor:
      1. accepts the grant of the Licence;
      2. agrees to use the Marks and the System in accordance with the following conditions:
        1. the right of the Instructor to use the Marks and System is personal to the Instructor and limited to the Specified Use and the Instructor must not assign, transfer, or otherwise deal with, the Licence or the Marks and System without obtaining The Jungle Body’s prior written consent, which may be refused without giving any reason;
        2. the Instructor shall not use the Marks and System in combination with any other trademarks, service marks or other Intellectual Property unless expressly approved by The Jungle Body;
        3. the Instructor must notify The Jungle Body immediately if the Instructor becomes aware of any claim against or infringement of the Intellectual Property;
        4. The Jungle Body may, if the Instructor elects to do so, exclusively prosecute or defend any claim against or infringement of the Intellectual Property and the Instructor must at The Jungle Body’s cost give all evidence and assistance required by The Jungle Body to support each action taken by The Jungle Body including lending the Instructors name to legal proceedings; and
        5. upon the expiration, termination, or assignment of this Agreement, the Instructor must immediately cease to use the Intellectual Property and must immediately cease to display any material or printed matter that bears reference to the Intellectual Property, including any material or printed matter in the possession of any of the Instructor’s Staff;
      3. if the Instructor is a corporation, the Instructor must not adopt or retain any name which includes or is similar to the Marks; and
      4. the Instructor agrees to obtain and maintain adequate Insurance, and any other insurances reasonably required by The Jungle Body, and produce to The Jungle Body, if requested, evidence that the Insurance has been taken out and that the premiums have been paid.
      5. The instructor agrees to obtain and maintain adequate music licensing fees reasonably required by, and produce to The Jungle Body, if requested evidence that the music licensing has been taken out and that premiums have been paid.
  3. FEES AND INVOICING

    1. The Instructor will be required to pay to The Jungle Body the following fees:
      Fee payableDetails
      Training Fee

      A non refundable fee payable:

      a) at the commencement of the Agreement with respect to each Fitness Class elected by the Instructor and in accordance with clause 6; and

      b) with respect to each Fitness Class elected by a Staff member who intends to conduct Fitness Classes pursuant to clause 6.5.

      Membership Fees/ License Fees A monthly fee payable with respect to each Fitness Class elected by the Instructor or a Staff member during the Term.
    2. The Jungle Body will issue monthly invoices to the Instructor, unless otherwise agreed via stripe.com. These can be viewed in the My Profile area at www.thejunglebody.com.
    3. Unless other payment terms are agreed, all Memberships Fees are payable by way of direct debit processed through Stripe. If any Membership Fees are not paid by the due date or there are insufficient funds, the Instructor will have all access to the materials revoked. If the Membership Fees remain unpaid after three attempts by Stripe the Membership will be cancelled. If the Instructor remains unpaid for another 30 days after Cancellation the Instructor will be notified by The Jungle Body & the Qualification will be suspended. The Instructor will need to pay the Training Fee & complete the Assessment again.
    4. If The Jungle Body agrees to payment terms other than by direct debit, payment of the Instructor’s invoice may be either made by cash, cheque, direct deposit or Paypal. The Jungle Body will provide all appropriate account details and debit authorizations which may be required. Payment will not be deemed to have occurred until the funds are readily available for use by The Jungle Body.
    5. The Instructor will be required to indemnify and to keep indemnified The Jungle Body for all costs and expenses incurred by The Jungle Body in recovering any outstanding amounts owed to The Jungle Body by the Instructor under this Agreement, including the services of any collection agency or any legal services.
  4. CHANGE IN FEES

    1. The Jungle Body reserves the right to increase the Training Fee and Membership Fee’s at any time.
    2. The Jungle Body will provide the Instructor with notice in writing indicating any increase in the Training Fee, or Membership Fee which shall be payable as of the date of the next monthly Direct Debit.
  5. PROHIBITED CONDUCT OF INSTRUCTOR

    1. The Instructor has no power to, and shall not:
      1. use the Marks or the System for any purpose other than for the Specified Services;
      2. use the System in any manner which is not in keeping with the training provided by The Jungle Body;
      3. conduct or undertake any Specified Services without being Certificated pursuant to clause 6;
      4. make any representation, warranty or promise on behalf of The Jungle Body other than those specifically permitted under this Agreement;
      5. represent that the Instructor is authorised to enter into contracts on behalf of The Jungle Body;
      6. at any time during the Term of this Agreement influence or attempt to influence in a malicious manner any person against doing business with The Jungle Body.
    2. The Instructor shall ensure its Staff do not breach this clause 5.
  6. TRAINING AND CERTIFICATION

    1. The Instructor must undertake the relevant training and receive full certification pursuant to this clause prior to undertaking any Specified Services.
    2. Upon payment of the Training Fee by the Instructor, an email will be sent to the Instructor with the Online Training Manual. This will include:
      1. Introduction to The Jungle Body movements;
      2. How to design, run and develop a Jungle Body class;
      3. Business & Marketing; and
      4. The Formula & Tools to Teaching
    3. Upon the completion of reading through the Instructor Manual and learning all the materials, the Instructor will complete an Assessment whereby they must receive twelve out of nineteen competencies. The Instructor may receive three different results:
      PASS
      A pass means the Instructor is a Qualified Jungle Body Instructor in the Program of their choice & can teach immediately.
      CONDITIONAL PASS
      A conditional pass means that the Instructor has not successfully achieved all the elements in the Practical Assessment. The Instructor has three months to resubmit the Videos.
      FAIL
      The Instructor has not achieved all the elements in the Practical and/or Written Assessment. The Instructor cannot become qualified.
    4. The Jungle Body will provide the Instructor with certification evidencing their completion of the Training (Certification), Feedback and the Materials. The Jungle Body reserves the right to refuse Certification for any reason in its complete discretion.
    5. If the Instructor completes the Personal Instructing Certificate the Instructor will receive resources & relevant training to deliver one-on-one and small group Classes for the program they are qualified in. The Instructor must have adequate insurance to teach this Certification. To receive the Certificate the Instructor must complete an Online Training Assessment. All Instructors who complete the Training Assessment for Personal Instructing will pass and will be receive their Certification.
    6. The Instructor may choose to terminate this Agreement by cancelling their Qualification/s in which case this Agreement and the Licence will immediately terminate and neither party shall have any further obligation or liability to the other party. The Instructor must cancel their License Fee immediately which will ensure their Membership is void. If the Instructor does not cancel their License Fee and direct debits they will be liable for all Membership Fees that are deducted. No refunds will be issued. All Licence fee’s can be managed and edited in the My Profile area by the Instructor. It is not the responsibility of The Jungle Body to cancel the direct debit.
    7. If the Instructor requires any of its Staff to conduct any Fitness Classes under the Licensee’s Business, such Staff members will be required to undertake the relevant training and receive full Certification prior to undertaking any Specified Services.
    8. The Jungle Body may require the Instructor to undertake and complete further training or certification during the Term. Any further training will be undertaken at a time mutually agreed by both parties.
    9. Any training provided to the Instructor shall be at a location and a time mutually agreed between the parties.
    10. If the Instructor requires any training to be undertaken outside of the Perth metropolitan area, the Instructor will be liable to pay all of The Jungle Body’s reasonable travel (including air fares), accommodation and meal costs.
  7. SUSPENSION, HOLDS, EXTENSIONS AND TERMINATION OF SPECIFIED SERVICES

    1. This Agreement will terminate pursuant to any one of the following:
      1. in addition to The Jungle Body’s rights under clause 3.2, immediately and without notice where any amount payable to The Jungle Body under this Agreement remains outstanding or unpaid for more than 30 days from the date that the relevant monies were due and payable; or
      2. by either party by providing to the other party 10 days written notice. Notwithstanding such notice, the Instructor will be liable for:
        1. all costs incurred up to and including the date of termination, including accumulated Membership Fees; and
        2. any fees incurred or unpaid inclusive of the month in which the Agreement was terminated.
    2. Termination of this Agreement will not prejudice any accrued rights of The Jungle Body.
    3. The Instructor has twelve weeks to complete their Training Assessment per program. If the Instructor requires longer they may apply for a 12 week extension.
    4. If the Instructor does not complete the Assessment within the twelve week period or within the twelve week extension period this Agreement will be terminated and the Instructor will have to pay the Training Fee.
    5. The Instructor may only request one extension per program.
    6. If the Instructor wishes to put a program on Hold due to sickness, injury, pregnancy or other reasons they may do so in the My Profile area.
    7. The Instructor may place a program on Hold once a calendar year for a maximum of 6 months. On or before 6 months from the original date of purchase of the Program the Instructor must activate their License Fee to remove the program off Hold status. If the License Fee is not activated on or before 6 months from the original date of purchase this Agreement will be terminated and the Instructor will have to pay the Training Fee & complete the Assessment to requalify.
  8. WARRANTIES

    1. Other than expressly stated in this Agreement, The Jungle Body does not make any representation, warranty, assurance or inducement in relation to the Specified Services.
    2. All statutory or implied conditions and warranties are excluded to the extent permitted by law.
    3. The provisions of this clause are subject to the provisions of any statutory condition or warranty which cannot legally be excluded.
  9. INDEMNIFICATION & LIABILITY

    1. The Jungle Body accepts no liability (including liability in negligence) in respect of any loss or damage (consequential or otherwise) suffered by the Instructor in the performance of its Fitness Classes & other direct and indirect services related to The Jungle Body.
    2. The Instructor indemnifies The Jungle Body for any loss, damage, costs, claim, suit or demand, direct or consequential, suffered, whether during or after the Term, as a result of:
      1. the Instructor or its Staff breaching clause 5;
      2. any act of the Instructor or its Staff that is not authorised or required by this Agreement;
      3. any third party claims with respect to the Instructor’s Business and the Instructor’s use of the Intellectual Property; and
      4. a negligent or wilful act or omission of the Instructor, its Staff or any other person for whom the Instructor is legally responsible.
    3. If a claim is made by any person against The Jungle Body which, if satisfied or paid by The Jungle Body, would permit The Jungle Body to make a claim against the Instructor under this Agreement:
      1. The Jungle Body must give notice of the claim to the Instructor; and
      2. the Instructor must, within 7 days after receipt of that notice give The Jungle Body sufficient funds to satisfy or pay the claim.
    4. The indemnities granted in this clause 9 shall not be terminated or limited by or on the termination of this Agreement.
  10. CONFIDENTIAL INFORMATION

    1. Each party acknowledges and agrees that the other party’s Confidential Information:
      1. has been provided to that party absolutely confidentially or has been developed under an obligation of strict confidence to the other party; and
      2. comprises trade secrets and intellectual property belonging to the other party.
    2. The Instructor agrees:
      1. during and after the Term not to disclose The Jungle Body’s Confidential Information to any person unless expressly permitted to do so in writing by The Jungle Body; and
      2. not to use any part of The Jungle Body’s Confidential Information after the expiration of the Term or early termination of this Agreement.
    3. This clause 10 survives the termination of this Agreement.
  11. GST

    The consideration payable for any supply made or to be made under this Agreement is inclusive of goods and services tax (“GST”). If GST is payable on any supply made or to be made under this Agreement, you agree that the consideration payable for any such supply shall be increased by an amount equal to the amount of GST payable by us in respect of that supply.

  12. PRIVACY

    Under the Privacy Act 1988, The Jungle Body is required to tell the Instructor that it collects information about the Instructor to assist in us in performing the Specified Services. The Jungle Body will not disclose information about the Instructor to any person except as required in the course of providing and promoting the Specified Services. The Instructor can request access to information The Jungle Body holds on the Instructor by making a written request to Ms Tara Franzinelli, Director.

  13. GOVERNING LAW AND JURISDICTION

    1. The law of Western Australia governs this Agreement
    2. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and of the Commonwealth of Australia
  14. VARIATION

    No variation of this Agreement will be valid unless confirmed in writing by authorised signatories of both parties on or after the date of signature of the Schedule.

  15. NO WAIVER

    No failure to exercise and no delay in exercising any right, power or remedy, under this Agreement will operate as a waiver.  Nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

  16. SEVERABILITY

    1. In the event of any part of this Agreement being or becoming void or unenforceable then that part shall be severed from this Agreement.
    2. All other clauses within this Agreement shall not be or shall not become void or unenforceable, shall remain in full force and effect and be unaffected by any severance of the unenforceable or void clause.
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