By submitting your application form to Yogassential you have accepted this agreement.INTRODUCTION AND SERVICE LEVEL AGREEMENT FOR YOGASSENTIAL
Your use of Our Site, Our App and Our Customer Service is subject to this agreement together with any additional terms and policies referred to in them ("Our Terms").
This agreement with any terms and policies referred to in them (" Our Terms
") constitute a legally binding agreement between you and YOGINOW LIMITED T/A YOGASSENTIAL (" Yogassential
", " we
", " us
" or " our
"). Yoginow Limited is a private limited company registered in England and Wales with company No. 10271111 whose registered office is located at the following address: 10-14 Accommodation Road, Golders Green, London, NW11 8ED. Yogassential's VAT registration number is GB 250 0569 32. Background
(A) Yogassential owns and operates the Website and the associated App for mobile internet devices specialising in matching potential clients with yoga teachers and in administering the relationship between such yoga teachers and clients.
(B) The Teacher wishes to be introduced to such potential clients, and is willing to pay Yogassential a commission on the terms of this agreement if such potential clients are introduced to it and, further, if such potential clients purchase services from the Teacher.
(C) Yogassential is willing to introduce potential clients to the Teacher in return for commission as specified in this agreement.
(D) The Teacher agrees to adhere to the service levels required of the Teacher in accordance with the terms of this agreement. Agreed terms
The following definitions and rules of interpretation apply in this agreement. 1.1 Definitions: Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; Client
a Prospective Client to whom the Teacher provides the Services; Commencement Date
has the meaning given to it in clause 8; Commission
has the meaning given to it in clause 5.2; Income
the payments made to the Teacher for the Services under a Relevant Contract less any value added tax or other sales tax on them, [any out of pocket expenses incurred by the Teacher in providing the Services and any discounts or rebates granted by the Teacher; Introduction
the provision to the Teacher of the contact details of a Prospective Client who has visited the Website and requested to be introduced to a yoga teacher for the purposes of acquiring the Services. Introduce
shall be interpreted accordingly; Introduction Date
for each Prospective Client, the date during the term of this agreement on which Yogassential first Introduces such Prospective Client to the Teacher; Mandatory Polices
Yogassential's mandatory policies and procedures listed in Schedule 1, as amended by notification to the Teacher from time to time;
a person to whom the Teacher has not at any time prior to the Introduction Date provided the Services and who has visited the Website and requested to be introduced to a yoga teacher; Relevant Contract
a contract for the supply of Services entered into between the Teacher and a Prospective Client who was Introduced by Yogassential. The Relevant Contract will include the terms of the client consultation form from time to time available on the Website (Consultation Form
) which the Prospective Client will have completed as part of the booking process and the Teacher agrees to comply with and observe all and any relevant terms of the Consultation Form; Services
the services of a yoga teacher provided by the Teacher together with any other services from time to time offered by the Teacher and agreed with Yogassential. Each provision of the Services shall be referred to as a Lesson
the Stripe Connected Account Agreement entered into by Yogassential on behalf of the Teacher with Stripe Connect, a copy of the current version of which is set out at Schedule 3; Territory
the United Kingdom; United States Website www.yogassential.com
owned and operated by Yogassential.
1.2 A person
includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person's personal representatives, successors and permitted assigns].
1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing
1.7 Any words following the terms including
, in particular
, for example
or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule. 2. Introductions
2.1 The Teacher appoints Yogassential to identify Prospective Clients for the Teacher in the Territory and to make Introductions of such persons on the terms of this agreement.
2.2 Yogassential shall:
2.2.1 use its reasonable endeavours to make Introductions of Prospective Clients to the Teacher;
2.2.2 report in writing to the Teacher from time to time on progress made with Prospective Clients; and
2.2.3 comply with the booking process set out in Schedule 2.
2.3 Yogassential shall produce marketing material for the Teacher's services using Yogassential's name, logo or trade marks on any marketing material for the Services.
2.4 Where a Prospective Client is Introduced by Yogassential and the Prospective Client then introduces the Teacher to a third party who purchases Services from the Teacher, Yogassential shall, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Teacher and so such person shall be considered a Client for the purposes of this agreement and to the entitlement of Yogassential to Commission. 3. Compliance with laws and policies
3.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
3.2 Mandatory Polices.
The Teacher shall comply with the Mandatory Polices and such additional or varied policies as Yogassential may update and notify the Teacher from time to time. 4. Anti-bribery compliance
4.1 Yogassential and the Teacher shall:
4.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements
4.1.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate. 5. income, Commission and payment process
5.1 Yogassential uses payment processor, Stripe (See Schedule 3) to process payment
5.2 Yogassential deducts its commission at the point of payment (See Schedule 2)
5.3 Yogassential shall be entitled to Commission following an Introduction and upon the Teacher confirming a booking with a Prospective Client or a Client.
5.4 The amount of commission payable shall be:
5.4.1 for the first Lesson of a Prospective Client, 20% of the Teacher's Income; and thereafter
5.4.2 12.5% of the Teacher's Income
5.5 received under each Relevant Contract (as it may be renewed, extended or amended) from its commencement date (Commission
). The Commission shall be inclusive of VAT.
5.6 In the event that a Teacher confirms a booking with a Prospective Client or a Client but thereafter the Teacher cancels a booking, the Commission will still be payable by the Teacher to Yogassential as if the Relevant Contract had been fulfilled.
5.7 In the event of a Prospective Client or Client cancellation Yogassential will take a cancellation fee from the Prospective Client or Client on behalf of the Teacher and shall deduct the Commission from such cancellation fee before passing the balance to the Teacher in accordance with clause 5.6.
5.8 Except where the procedures set out in clause 5.6 and clause 5.7 below have been followed, all Commission payable pursuant to clauses 5.2, 5.3 and 5.4 shall be due to Yogassential (whether invoiced or not) immediately the Teacher is entitled to receive the corresponding payment for Services and shall be deducted by Yogassential from sums collected by Yogassential from Prospective Clients and Clients on the Teacher's behalf.
5.9 Yogassential shall within 2 days of the end of the month in which Yogassential received the corresponding payment for Services send to the Teacher a written statement setting out, in respect of such month, and in respect of each Relevant Contract:
5.9.1 the Commission payable to Yogassential;
5.9.2 the payments for Services received;
5.9.3 any cancellation fee received;
5.9.4 how the Commission has been calculated;
5.9.5 the Income due to the Teacher; and
5.9.6 how the Income has been calculated.
5.10 Yogassential shall invoice the Teacher for the Commission payable in accordance with the statement submitted pursuant to clause 5.6, itemising any applicable VAT. In the event that, despite clause 5.5 above, payment of the Commission has not been withheld by Yogassential then the due date for payment by the Teacher of such Commission shall be the date of the invoice.
5.11 Commission shall be payable to Yogassential in pounds sterling.
5.12 All sums payable under this agreement:
5.12.1 are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
5.12.2 shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:
(a) lawfully avoid making any such deductions; or
(b) enable the payee to obtain a tax credit in respect of the amount withheld.
5.13 If the Teacher fails to make any payment due to Yogassential under this agreement by the due date for payment, then, without limiting Yogassential's remedies under clause 9, the Teacher shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Teacher shall pay the interest together with the overdue amount.
5.14 The Teacher shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by the Teacher, all payments received under them and all deductions made in the calculation of Income. The Teacher shall permit the duly appointed representatives of Yogassential at all reasonable times to inspect all such accounts and records and to take copies of them.
5.15 If any dispute arises as to the amount of Commission payable by the Teacher to Yogassential, the same shall be referred to the Teacher's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
5.16 Commission or other compensation shall also be payable where:
5.16.1 the Teacher contracts with a third party in the circumstances described in clause 2.4; and
5.16.2 the Teacher provides the Services to Clients and arranges bookings and takes payment otherwise than via Yogassential; and
5.17 Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 5 and the Teacher's obligation to pay Commission to Yogassential in accordance with it. 6. Obligations of the teacher
6.1 The Teacher shall:
6.1.1 use his/her reasonable endeavours to follow up Introductions and to enter into Relevant Contracts for the provision of the Services to Prospective Clients and to provide the Services to Clients as soon as practicable following Introductions;
6.1.2 fulfil bookings made with Prospective Clients and Clients;
6.1.3 agree to be bound by and to abide by the terms of the Stripe Agreement; and
6.1.4 report in writing to Yogassential as and when reasonably requested to do so by Yogassential in respect of the provision of the Services to a Client.
6.2 The Teacher must at all material times act in good faith towards Yogassential.
6.3 The Teacher shall provide Yogassential at all material times with the information Yogassential reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Teacher.
6.4 The Teacher shall inform Yogassential immediately if the Teacher suspends or ceases to perform the Services.
6.5 The Teacher shall not be responsible for any costs incurred by Yogassential unless such costs have been agreed by the Teacher in writing, in advance. 7. Confidentiality
7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.
7.2 Each party may disclose the other party's confidential information:
7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and
7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
8. Commencement and duration
This agreement shall commence on the date when the yoga teacher submits their application to Yogassential.
9.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
9.1.1 [the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 2 days after being notified [in writing] to make such payment;]
9.1.2 the other party commits a material breach of any [other] term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 2 days after being notified [in writing] to do so;
9.1.3 [the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;]
9.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR
(being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR
(being a partnership) has any partner to whom any of the foregoing apply;
9.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
9.1.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
9.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9.1.10 the other party (being an individual) is the subject of a bankruptcy petition or order;
9.1.11 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
9.1.12 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(k) (inclusive);
9.1.13 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
9.1.14 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 10. Consequences of termination
10.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 5, clause 7 and clause 10 to clause 19 (inclusive).
10.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
11. No partnership or agency
11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12. Entire agreement
12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.4 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. Assignment and other dealings
This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
16.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
17.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18. Third party rights
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
19. Governing law
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.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
By submitting your application form, you have agreed to accept this agreement.