The Perfect Rep Strength company is the owner of the LPR Power app.
1. Definitions
In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise
The Company – The Perfect Rep Strength Company Ltd
The Coach – A provider of one or more Programs to The Company
Program – A set of descriptions of exercises, which when followed are designed to produce increases in the strength, fitness, or other desirable attributes when followed by a User
User – A person who uses the LPR Power App
LPR Power App – An App that is published by The Company for the purposes of publishing Programs to Users
App – A set of computer services that is experienced by the user as a single coherent set of functionality and that is made available on one or more platforms.
Platform – A combination of hardware and software that a User uses to access the functionality of an App. Examples include, but are not limited to: iPhone and iOS, Android and Samsung phone.
Platform Providers – The organisation that provides the platform that enables Users to access the LPR Power App. Examples are Apple for the iPhone/iOS Platform and Google for the various Android phones.
Publication – Publication of a program is deemed to have happened when The Company makes that Program available to Users of the LPR Power App.
Subscribers – Users of the LPR Power App that pay a fee to access the Programs that have been Published on the App
Threshold – The number of Subscribers that are required to be following a Program for The Company to pay money to the Coach.
Retained Subscription Fee – The fee that is received by the Company from the Platform Providers
Applicability
These Terms and Conditions apply from the time that the Coach provides one or more Programs to The Company and shall remain in force until all Programs provided by the coach have been removed from publication.
Both the Coach and the Company agree to be bound by these Terms and Conditions for as long as the above conditions apply.
Licensing
The Coach agrees to provide a non-exclusive, non-perpetual license to The Company to allow The Company to publish Programs provided by the Coach on the LPR Power App.
The coach may revoke this license at any time by providing at least 14 days notice in writing to the Company.
Publication of Programs
The process of preparing a program for publication is carried out by the Company on behalf of the Coach
The Company shall provide access to a version of the Program to the Coach for review prior to Publication
The Coach shall alert the Company of any errors or amendments to the Program as soon as reasonably possible
The Company shall not be held liable for any losses that arise from errors in Published Programs on the LPR Power App.
Fees
The Company shall not charge the Coach for publishing Programs provided by the Coach.
The Company shall keep all subscription monies pertaining to Subscribers that are following each Program provided by the coach until the Threshold number of subscribers is following the Program. The Threshold number of subscribers is set out in Appendix A below and may be varied from time to time by The Company.
Once the Threshold is exceeded, the Company shall, on a monthly basis, pay the Coach a percentage of the Retained Subscription fee for each subscriber over the threshold. This percentage is set out in Appendix A below and may be varied from time to time by The Company.
The Company undertakes to provide a monthly report of numbers of Subscribers to each Program provided by the Coach
Advertising and Promotion
The coach shall allow The Company to use the coaches name, likeness, links to social media profile to advertise and otherwise promote the program and the LPR Power App generally as long as the Terms and Conditions remain applicable.
The coach shall undertake to promote their program and the LPR Power App more generally using their social media outlets and other media, as appropriate.
In the event that the coach does not sufficiently promote their program and the LPR Power App, The Company reserves the right to withhold some or all of the fees due to the coach to cover the extra cost of promotion.
Termination of Agreement
Either party shall have the right at any time to terminate this Agreement. The Company have to give not less than 1 weeks notice to the Coach. The Coach shall not give less than 2 weeks notice in writing to the Company.
Tax Liabilities
The Coach and the Company declare and confirm that it is the intention of the parties that the Coach shall not have the status of an employee of The Company. The Coach shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of the fees paid by The Company to the Coach and accordingly the Coach hereby agrees to indemnify The Company in respect of any claims that may be made by the relevant authorities against The Company in respect of income tax and national insurance or similar contributions relating to the Programs provided under this Agreement.
Indemnity
The Company shall not indemnify the Coach against any liabilities arising out of any actions under this agreement.
Data Protection
The Coach and the Company agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto.
No Employment
Nothing in these Terms and Conditions shall render or be deemed to render the Coach an employee or agent of the Company. This Agreement does not create any mutuality of obligation between the Coach and the Company.
Force Majeure
If either party is prevented or delayed in the performance of any of its respective obligations under these Terms and Conditions by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
For the purpose of these Terms and Conditions, ‘force majeure’ shall be deemed to be any cause affecting the performance of these Terms and Conditions arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
- strikes, lockouts or other industrial action;
- terrorism, civil commotion, riot, invasion, war threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
- political interference with the normal operations.
Survival of Causes of Action
The termination of a relationship under these Terms and Conditions howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
Severability
If any provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of these Terms and Conditions shall continue in full force and effect as if these Terms and Conditions had been executed with the illegal or unenforceable provision eliminated.
Waiver
- Failure of any party to insist upon strict performance of any provision of these Terms and Conditions or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these Terms and Conditions.
- No waiver of any of the provisions of these Terms and Conditions shall be effective unless it is expressly stated to be such and signed by all the parties to these Terms and Conditions.
Communications
Any communication to be given pursuant to the terms of these Terms and Conditions shall be in writing and shall be delivered by email or other electronic messaging as shall be agreed between the Coach and the Company
Law and Jurisdiction
These Terms and Conditions are governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.
Exclusivity
This Agreement is not an exclusive arrangement and nothing in this Agreement shall prevent the Coach from engaging in other services for any other third party.
Liability
The Company shall not be liable to the Coach, whether for negligence, breach of contract, misrepresentation or any implied warranty, condition or other term, for any indirect, consequential or special losses including, but not being limited to, any loss of profits, loss of business opportunities, loss of goodwill, damage to reputation and any losses, damages, costs or expenses incurred by the Coach under the operation of these terms and conditions.
Nothing in these Terms and Conditions shall operate to exclude or restrict the Company liability for:
- death or personal injury resulting from negligence;
- fraud or deceit; or
- breach of any statutory obligations for which it is not possible to exclude liability.
Appendix A – Thresholds and Fees
The company shall not pay any fees to the Coach until there are at least 19 subscribers on the LPR Power App following the Program provided by the Coach
Once the Threshold has been exceeded, the Company shall pay 50% of the Retained Subscription Fee for each Subscriber over the Threshold that is following the Program.
Example:
Suppose a Coach has provided a program to the Company. In the first month there are 23 subscribers. The retained subscription fee is £8.69 per subscriber. The amount that the Coach receives is calculated as follows:
Amount = (23 – 19) * £8.69 * 0.5 = £17.38