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Ambassador Programme Terms & Conditions

THFI AMBASSADOR PROGRAMME AGREEMENT

This agreement (the “Agreement”) is dated .

BETWEEN:

(1) THFI Education Ltd of 8-10 Exchange Street, Acresfield, Manchester M2 7HA (the “Company”); and

(2) [NAME OF AMBASSADOR] of [AMBASSADOR’S ADDRESS] (the “Ambassador”)

The Company and the Ambassador are referred to collectively as the “Parties”.

BACKGROUND

The Company is the provider of various training courses and certifications for personal trainers (the “Courses”), and the Ambassador is a recognized social media personality in the health and fitness industry. The Parties have therefore agreed that the Company shall engage the Ambassador to promote the Courses.

TERMS

1. DEFINITIONS AND INTERPRETATION

1.1. ‘Ambassador Promotional Code’ means the unique code provided to the Ambassador by the Company.

1.2. ‘Approval’ means confirmation by the Company in writing that a proposed post on Social Media or other publication is acceptable to the Company.

1.3. ‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

1.4. ‘CAP Advertising Code’ means the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing.

1.5. ‘Commission’ the sum payable in respect of a New Prospect that purchases a Course from the Company as a result of the Ambassadors promotion of the Courses, to be calculated as 10% of the sum paid for any Course by a New Prospect minus any tax payable in respect of that purchase subject to a cap of £150 per Course purchase using the Ambassador Promotional Code.

1.6. ‘New Prospect’ means someone who has not enquired with the Company regarding a Course before or who has previously enquired but not within the preceding 6 months from the date such individual purchases a Court from the Company using the Ambassador Promotional Code.

1.7. ‘Social Media Guidelines’ shall mean the guidelines set out in Schedule 1 of these terms and conditions.

1.8. ‘Social Media Platforms’ shall mean the social media accounts owned and/or operated by the Ambassador on the following platforms: LIST Platforms Facebook, Instagram, YouTube, X, TikTok, Snapchat etc

2. AMBASSADOR PROGRAMME & OBLIGATIONS

2.1. The Ambassador acknowledges that this Agreement is non-exclusive and that the Company may engage the services of other personalities to endorse, promote or advertise the Courses worldwide at any time.

2.2. The Ambassador shall use its best endeavours to promote and advertise the Courses of the Company in accordance with this Agreement. This shall include (but is not limited to) complying with the Social Media Guidelines and any briefs, guidance or other information provided by the Company from time to time in relation to content, style or other information relating to how to promote the Courses.

2.3. The Ambassador agrees that it shall:

2.3.1. use its best endeavours to promote the Services offered by the Company, which shall include but shall not be limited to posting photos or videos on its Social Media Platforms, providing testimonials of the Courses, sharing comments or feedback, providing health and fitness advice, writing or contributing to blog posts, making live appearances on social media, podcasts, webinars or workouts;

2.3.2. in performing their obligations under these terms and conditions in a competent manner and to the full limit of their skill and ability and shall follow all reasonable instructions or briefs given by the Company from time to time, the Social Media Guidelines or otherwise and shall co-operate with any third parties acting on the Company’s behalf, conducting themselves in a proper manner and maintaining a tidy appearance;

2.3.3. Where the Company notifies the Ambassador in writing that it wishes exercise its right of Approval under this clause over any content published by the Ambassador relating to the Courses or promoting the Courses, the Ambassador will provide its proposed content for publication by email to [EMAIL] at least 5 Business Days before it is due to be posted for Approval. The Company shall provide Approval at its sole discretion but always acting reasonably, and in the event that the Ambassador does not receive Approval (or notification that Approval is not given) within 5 Business Days from providing the content to the Company then Approval is deemed to be given. For the avoidance of doubt, where the Company informs the Ambassador that any Content is not Approved then the Ambassador will not post said content;

2.3.4. Remove any content posted in relation to the Courses and/or the Company that the Company notifies the Ambassador in writing is not acceptable (in the Company’s sole discretion acting reasonably);

2.3.5. perform their obligations pursuant to this Agreement in accordance with the CAP Advertising code and all other applicable guidance and regulations, as updated from time to time;

2.3.6. promptly pass to the Company any complaints or questions the Ambassador receives about the Services or any questions or comments the Ambassador receives in relation to the Services;

2.3.7. diligently and faithfully act as a promoter of the Company and the Services worldwide and use their best endeavours to promote and recommend the Services and the reputation of the Company and underline the quality of the Services worldwide both orally and in writing;

2.3.8. respond to all emails or correspondence received from the Company within a reasonable period; and

2.3.9. clearly and prominently disclose its material connection with the Company during each activity it undertakes when promoting the Courses, and any posts, status updates or publications relating to the Company or the Courses must be in accordance with the guidelines set by the CAP Advertising Code.

2.4. The Company shall, at its discretion, provide the Ambassador with information about the Courses and such materials as may assist with the Ambassador’s efforts to promote the Courses. The Ambassador may make reasonable requests for information and/or materials from the Company in relation to the Courses and/or their promotion and the Company shall provide such information and/or materials as it deems necessary.

2.5. In order to assist the Ambassador with its promotion of the Courses, the Company shall in its sole discretion, gift products and/or a Course to the Ambassador. Any such gifts must be arranged through the Company’s Managing Director. The value of any gifted products or Courses shall be deemed to be their original full prior to any discounts or advertised prices.

2.6. The Ambassador irrevocably grants to the Company their consent to make full use of any content they create and/or share in relation to its promotion of the Courses and agrees that the Company may promote and advertise its relationship with the Ambassador.

3. COMMISSION

3.1. The Company will provide the Ambassador with the Ambassador Promotional Code, which may be updated by the Company from time to time. The Ambassador must use the Ambassador Promotional Code when promoting the Company’s Services on its Social Media Platforms or offline.

3.2. The Company will pay the Ambassador Commission on each sale of a Course to a New Prospect where that New Prospect has used the Ambassador Promotional Code for the purchase and either the Company has received:

3.2.1. full payment for the Course from the New Prospect and the 14-day cooling off period for the purchase has expired; or

3.2.2. payment of 50% of the monthly instalments in respect of the Course purchased by the New Prospect.

3.3. Commission due under this Agreement will be paid quarterly in arrears on the first Business Day of each quarter (with quarters commencing on 1 January, 1 April, 1 July and 1 October).

3.4. Commission due under clause 3.2 above is subject to discretion of the Company (acting reasonably), where it appears to the Company that there has been an abuse (whether intentional or not) of the Ambassador Promotional Code, for example where the Ambassador Promotional Code is leaked via a discount or promotional code website. In the event that the Company believes there has been any abuse of the Ambassador Promotional Code the Company:

3.4.1. can at its sole discretion reduce any Commission payable by a reasonable amount to reflect the Commission likely accruing on sales not as a result of the Ambassadors own actions; and

3.4.2. will immediately cancel the then current Ambassador Promotional Code and issue a new one to the Ambassador to use moving forward.

4. AMBASSADOR’S WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

4.1. The Ambassador warrants, represents and undertakes to the Company that:

4.1.1. they are free, and that doing so will not breach any legal or contractual obligations, to promote the Courses and perform the obligations imposed by this Agreement;

4.1.2. they have not entered into and shall not enter into any agreements that may conflict with this Agreement or any of its terms;

4.1.3. they will during the term of this Agreement and for the period of 3 months following its termination not engage in, agree to, or otherwise take any action to, promote any services or courses that are similar to the Courses that are not provided by the Company;

4.1.4. any content produced by the Ambassador for the purposes of advertising the Courses will be wholly original to them (save to the extent that it incorporates material provided by the Company) and will not infringe the copyright or any other rights of any third party;

4.1.5. they shall comply, and are responsible for compliance, with all legislation, rules and regulations including but not limited to any applicable rule of the CAP Advertising code;

4.1.6. they shall not do or permit anything that may hinder or harm the Courses, their reputation or the Company’s image, trade or reputation worldwide. For the avoidance of doubt this shall include a restriction on making and/or posting any defamatory comments regarding the Courses and/or the Company including on any of the Social Media Platforms or on any other publication whether online or otherwise. This obligation shall survive termination or expiry of the agreement between the Parties;

4.1.7. they shall not make any remarks or take any actions that are defamatory of any person, or that are obscene, offensive or that may put them or the Company in breach of any third party rights;

4.1.8. they shall inform the Company immediately of any criminal prosecution or other complaint brought against them during the term of this Agreement and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication in relation to such matters; and

4.1.9. they shall keep their current specified contact information including email address, correspondence address and telephone number email available and live and otherwise will keep the Company informed of any alternative addresses or means of contact.

5. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION

5.1. This Agreement shall be binding and effective from its date and shall remain in force unless and until it is terminated in accordance with this clause 5 or otherwise.

5.2. Either Party may terminate this agreement with the other upon giving 30 days’ notice in writing to the other.

5.3. The Company shall be entitled to terminate this agreement on written notice with immediate effect if the Ambassador:

5.3.1. is in breach of any material obligation contained in this Agreement and (where such breach is capable of remedy) has failed to remedy that breach within seven days of being notified of it; or

5.3.2. has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which tends in the reasonable opinion of the Company to expose the Company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Ambassador is rendering Services, or reflects unfavourably on the Company's reputation or products or if any act or conduct of the Ambassador shall prejudice the production or successful sales and exploitation of the Endorsed Product. The Company's decision on all matters arising under this clause shall be conclusive; or

5.3.3. becomes bankrupt or any of their businesses become insolvent.

5.4. The termination of this Agreement shall be without prejudice to any rights or obligations that may have accrued to either of the Parties prior to the date of expiry or termination.

5.5. On termination of this agreement between the Parties:

5.5.1. the Ambassador shall cease to associate themselves with the Company and to the extent so requested by the Company, shall remove any published content about or in relation to the Courses or the Company over which they have control;

5.5.2. if applicable, each party shall promptly return to the other any of the property of the other it may have within its possession;

5.5.3. the Ambassador shall not make any public statement and/or post and/or publish any statement, comment and/or opinion on the Company and/or the Courses whether derogatory or otherwise (including any reference to the reasons why the agreement between the Parties has ended) without the Company’s express written consent. In the event that the Ambassador wishes to make a statement about the Agreement between the Parties terminating, it must notify the Company in writing and agree the content of any such statement in writing with the Company prior to publishing any such post or statement.

6. LIABILITY AND INDEMNITY

6.1. The Company shall not be liable to the Ambassador for any losses suffered by the Ambassador from promoting the Courses or complying with this Agreement, provided that nothing in these terms and conditions shall exclude or restrict either party's liability for death or personal injury resulting from the negligence of that party.

6.2. Subject to clause 12.1, the Company shall not be liable to the Ambassador in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with the promotion of the Courses or otherwise in connection with this Agreement:

6.2.1. loss or damage incurred by the Ambassador as a result of third party claims;

6.2.2. loss of actual or anticipated profits;

6.2.3. loss of business opportunity;

6.2.4. loss of anticipated savings;

6.2.5. loss of goodwill;

6.2.6. injury to reputation; or

6.2.7. any indirect, special or consequential loss or damage howsoever caused.

6.3. The Company’s maximum aggregate liability in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of the Company's obligations under these terms and conditions shall be limited to £150.

6.4. The Ambassador shall indemnify and keep indemnified the Company from and against all claims, damage, losses, costs (including, without limitation, all reasonable legal costs), expenses, demands or liabilities arising out of or in connection with:

6.4.1. a breach by the Ambassador of any provision of this Agreement or any covenant, representation or warranty herein;

6.4.2. any breach by the Ambassador of any regulatory or legal requirements relevant to this Agreement and/or the promotion of the Courses, including but not limited to the CAP Advertising Code; and

6.4.3. any unauthorised act or omission of or any negligence, wilful default or breach of duty by the Ambassador.

7. MISCELLANEOUS PROVISIONS

7.1. Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business (which for the Company includes information about the Courses), affairs, customers, clients or suppliers of the other party, except as required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

7.2. Service of all notices due under this Agreement shall be in writing and either (a) delivered by hand or by pre-paid first-class post or other next working day delivery service to the address for each Party stated at the beginning of this Agreement (or such other address as may be notified to the other party from time to time); or (b) by email to [EMAIL ] for notices to the Company and, for the notices to the Ambassador, to the email address used by the Ambassador for general correspondence with the Company at the time the notice is sent. Any notice mailed shall be deemed to have been received five (5) Business Days after it is mailed and notices sent by email shall be deemed to have been received when sent provided notification that the message is undeliverable is not thereafter received.

7.3. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

7.4. No failure or delay by a party to exercise any right or remedy (or part of any right or remedy) provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy. This Agreement constitutes the entire understanding between the parties hereto with respect to its subject and supersedes all prior written or oral agreement, representation, assurance or warranty.

7.5. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture, or an employee-employer relationship or one of principal and agent, it being understood that the parties are and shall remain independent contractors in all respects.

7.6. No variation of This Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

7.7. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English Law and the Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter or formation.

SCHEDULE 1: SOCIAL MEDIA GUIDELINES

1. The Ambassador shall:

1.1. ensure all marketing communications they publish are clearly identifiable as advertisements;

1.2. in each social media post relating to the Courses, the Ambassador shall:

1.2.1. mention the Courses;

1.2.2. include the Ambassador Promotional Code;

1.2.3. follow any specific instructions or briefs given by the Company as to the content of each such post.

1.3. Where the Company has elected to exercise its right of Approval in accordance with clause 2.3.3, not publish any content on any of its Social Media Platforms (or in other form of publication) unless and until the content has been approved in writing by the Company in accordance with clause 2.3.3;

1.4. provide a copy of all content in their final format for the Company to use on their own social media channels and any website owned or used by the Company.