Licence Agreement

is made BETWEEN:

Popdance

Popdance Ltd  a limited liability company registered in England 

under Company Number 6854280 and whose registered office is at: 

Pound House, 

62A Highgate, 

High Street, 

London, 

N6 5HX 

Contact Number: +44 (0)7957 163786

Email address: [email protected]

and

you, the Dance Teacher – which we will call “Popdance Licencee”

Interpretation

Intellectual Property: patents, rights to inventions, copyright and related rights, trademarks, Trade Marks and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world relating to the Popdance Classes and Events.

Licence Agreement Code PD TM 032024 

Popdance Classes and Events: any group or individual activity that advertises, markets, promotes or uses the Trade Mark; and where the inclusion is relevant – Popdance Kids and Tots Classes and Events meaning any group or individual activity that advertises, markets, promotes or uses the Trade Mark aimed at children under 16 years of age.

Teachers:  suitably trained and accredited dance teachers, who, where relevant, have passed and hold a current DBS Enhanced Check.

Trade Mark: “Popdance” UK Registration Number 2548897 and “Popdance Kids” UK Registration Number 2595403.

1 Basis of Agreement

1.1 Popdance has expended time, effort and money in developing Popdance Classes and Events which are carried on under the trade name of Popdance (Trade Mark).The registered proprietor has granted Popdance the exclusive right to the Trade Mark.

1.2. Popdance has built up a reputation and goodwill in the Trade Mark, which is associated with high standards of service. 

1.3 The Popdance Licencee wishes to acquire from Popdance the non-exclusive right and licence to operate Popdance Classes and Events and use the Trade Mark, in accordance with the terms of this Agreement and the Popdance Licencee Manual.

1.4 The Popdance Licencee shall conduct Popdance Classes and Events in accordance with the terms of this Agreement and the Popdance Licencee Manual.

1.5 The Agreement shall commence on the date the Popdance Licencee purchases their Popdance Licence and shall expire when the Popdance Licencee no longer has a valid Popdance Licence.

1.6 Any dance, fitness, yoga or pilates classes, parties or workshops that the dance teacher offers are the sole responsibility of the teacher in question. Popdance does not have any involvement with the running of these sessions and accepts no responsibility for any actions or financial exchanges from these events. If customers require a refund or compensation from independently run Popdance sessions, then it is the sole responsibility of the Popdance Licencee to organise that. Popdance accept no responsibility for any independent transactions.

2 The Popdance Licencee’s Duties

2.1 To read and understand the Popdance Licencee Manual and adhere to it in all aspects of arranging, conducting and marketing of Popdance Classes and Events.

2.2. To organise the teaching of, or personally teach Popdance Classes and Events only with a valid Popdance Licence. 

2.3. To organise the teaching of, or personally teach Popdance Kids & Tots Classes and Events only with a valid DBS Enhanced Check.

2.4 To obtain a valid music licence to conduct Popdance Classes and Events. 

2.5 To adhere to the terms and conditions of the venue where Popdance Classes and Events are conducted.

2.6 To make arrangements with Teachers to provide Popdance Classes or Events if the Popdance Teacher is not available. If the Popdance Licencee is unable to obtain a suitable Teacher to conduct a Popdance Class or Event, the Popdance Licencee must notify Popdance customers or their parents/guardians if under the age of sixteen (Popdancers) and the venue that the planned Popdance Class or Event will be cancelled. 

2.7 To ensure medical conditions of Popdancers are noted and considered when conducting Popdance Classes and Events. If the Popdance Licencee has any concerns then the Popdancer should not participate in Popdance Classes or Events unless the Popdancer’s GP has provided written approval or obtain the written consent of their parent/guardian if under the age of sixteen.

2.8 The Popdance Licencee agrees that it shall, in relation to personal data processed in connection with this Agreement process data in accordance with the Data Protection Act 1998 and any other applicable data protection legislation; and process the personal data only so far as is necessary for the purpose of performing its obligations under this Agreement.  The Popdance Licencee shall ensure that all of its engaged Teachers comply with this obligation. 

3 Popdance’s Duties

3.1 To provide the Popdance Licencee with a Popdance Licence and access to the Popdance Teacher website (POP) when the Popdance Licencee has paid for their Popdance Licence.

4 Fees

4.1 The Popdance Licencee shall pay Popdance an agreed subscription which will automatically be collected via WorldPay.

4.2 If the Popdance Licencee cancels the Subscription then this Agreement and their licence will be revoked and they will not be able to use the Popdance brand or any of the Popdance materials, their access to the Popdance Online Programme will be stopped.

4.3 If a payment is missed or the Popdance Licencee wants to take a break and return at a later date, they may have to pay an Initial Licence Fee and the Subscription at the rate then applicable and on the terms standard at that time.  

5 Status of the Popdance Licencee

5.1 The Popdance Licencee is self employed and nothing in this Agreement will constitute any relationship of employer and employee, principal and agent, or partnership between the parties. 

5.2 The Popdance Licencee is not an agent for Popdance and they are not authorised to make or enter into any commitments for or on behalf of Popdance.  

6 Intellectual Property

6.1 The Popdance Licencee acknowledges all Popdance routines, information, ideas, materials and literature are the Intellectual Property of Popdance.

6.2 The Popdance Licencee shall not use the Intellectual Property other than as specifically permitted by this Agreement.

6.3 The Popdance Licencee hereby assigns (or where appropriate hereby agrees to assign) to Popdance all existing and future Intellectual Property rights (including, without limitation, trademarks, patents, copyright and related rights) and inventions arising from teaching and choreography carried out under this Agreement. The Popdance Licencee agrees promptly to execute all documents and do all acts as may, in the opinion of Popdance, be necessary to give effect to this clause.

6.4 The Popdance Licencee hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which the Popdance Teacher has or will have in any existing or future works.  The Popdance Licencee shall obtain from all Teachers engaged by them under this Agreement a waiver in identical terms to this clause 

6.5 Popdance shall have conduct of any proceedings relating to the Intellectual Property and may take whatever action it, in its sole discretion, decides in respect of any infringement or alleged infringement of it, or arising from its use.

7 Insurance and Liability

7.1 Popdance shall not be liable for any loss or damage suffered by the Popdance Licencee, any Teachers engaged by the Popdance Licencee under this Agreement, Popdancers or any third parties arising from the performance of this Agreement.  Popdance shall not be excluded from any liability that it may not exclude by operation of law or statute.

7.2 It is the Popdance Licencee’s sole responsibility to take out and maintain an appropriate public liability and accidental injury insurance policy with a reputable insurance company and any other cover which Popdance may, in its absolute discretion, specify.

7.3 The Popdance Licencee shall not breach, or allow any breach of, such a policy.

8 Termination

8.1 Popdance may terminate this Agreement at any time and block the Popdance Licencee’s access codes to the Popdance Teacher website with immediate effect.  The Popdance Licencee may terminate this Agreement at any time by giving Popdance not less than one month’s notice in writing.

8.2 Further if:

8.2.1 the Popdance Licencee fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; 

8.2.2 the Popdance Licencee commits a material breach of any term of this Agreement and if such breach is remediable fails to remedy that breach within a period of seven days after being notified in writing to do so; 

8.2.3 the Popdance Licencee repeatedly breaches any of the terms of this Agreement in such a manner that in Popdance’s opinion the Popdance Licencee’s conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement; 

8.2.4 the Popdance Licencee brings Popdance into bad repute, or is convicted of a serious criminal offence;

8.2.5. the Popdance Licencee purports to assign any of its rights or obligations under this agreement; 

8.2.6 the Popdance Licencee ceases trading or becomes insolvent; or

8.2.7 persistent complaints should be made to Popdance about the quality of the service provided by the Popdance Licencee and the Teachers engaged by them, after Popdance notifies the Popdance Licencee of such complaints, and the Popdance Licencee fails to improve such service within a reasonable period of time, to the satisfaction of Popdance. 

9 Consequences of Termination

9.1 On termination or expiry of this Agreement for any reason, the Popdance Licencee shall:

9.1.1 immediately pay Popdance the full amount of all Subscription fees in accordance with clause 4 due up until the date of termination; 

9.1.2 immediately stop using the Intellectual Property, including the Popdance social media, website and Trade Mark; 

9.1.3 cease to conduct Popdance Classes and Events; 

9.1.4 not hold the Popdance Licencee or any of the engaged Teachers out as a licencee of Popdance or do anything that may indicate any relationship between the parties.

10 Non-exclusivity

10.1 Subject to clause 11, the Popdance Licencee is entitled to work on their own account or in partnership or association with or as an employee or independent contractor of any other person outside the periods required to perform their obligations under this Agreement.

10.2 The Popdance Licencee will bear exclusive responsibility, and will indemnify Popdance, for the payment of national insurance contributions and any tax liability arising from the Popdance Licencee’s and/or another Popdance Teacher’s performance of this Agreement.

11 Indemnity & Confidentiality

11.1 The Popdance Licencee shall indemnify Popdance against all liabilities, costs, expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses suffered or incurred by Popdance arising out of or in connection with the Popdance Licencee’s or their engaged Teacher’s breach or negligent performance or non-performance of this Agreement.

11.2 The Intellectual Property shall be confidential as between the Popdance Licencee (and their Teachers) and Popdance and the Popdance Licencee shall (both during the term of this Agreement and for a period of two years thereafter) keep the Popdance Teacher’s Manual and the Popdance Online Programme (and all other information of a confidential nature disclosed to them by Popdance) confidential and shall not disclose it’s content (other than as required to undertake its rights under this Agreement) to any person other than its engaged Teachers who shall be under an identical obligation of confidentiality.  

12 Waiver

13.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right of remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13 Governing Law and Jurisdiction

13.1 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 the law of England and Wales.

13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation including non-contractual disputes or claims.

14 Miscellaneous

14.1 This Agreement and the Popdance Teacher Manual constitute the entire agreement between the parties and supersedes all prior agreements, terms or statements in connection with the subject matter of this Agreement.

14.2 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person

This Agreement has been entered into on the date the first Licence payment was made.