In these terms and conditions, unless otherwise stated:
a) “Ambassador’s Audience” means the followers on the Ambassador’s Channels.
b) “Ambassador Benefits” means the benefits provided to you in exchange for your performance of the Services and rendering the Brand with the Deliverables.
c) “Ambassador’s Channels” means the social media accounts on which you will upload any Post in accordance with these terms and conditions, being those accounts noted in your Application.
d) “App” means the online personal training coaching program with the following benefits:
i. Virtual small group personal training sessions, as available;
ii. Custom nutritional plan;
iii. Custom training program;
iv. Ability to upload progress photos;
v. Assigned to a trainer;
vi. Goal setting;
vii. Par-Q test;
viii. Macros counting;
ix. Ability to log in your meals daily;
x. Ability to chat to trainers daily via the google play app;
xi. View recorded live training sessions; and
xii. Ability to view your results weekly or monthly.
e) “Application” means the brand ambassador application completed by you and submitted to the Brand.
f) “Brand” means Shadi De Bartolo trading as Back To Basics 4 Life Fitness and B2B PT Studio.
g) “Brand Ambassador” means a regular promoter on social media and in person at Brand events of the Brand and the products and services sold by the Brand from time to time.
h) “Confidential Information” means the following information provided by the Brand to you for or in connection with the Purpose:
i. information designated as confidential by the Brand;
ii. information imparted in circumstances of confidence; or
iii. information that you know, or ought to know, is confidential;
but does not include Excluded Information. Confidential Information may be disclosed in written or other tangible form or by oral, visual or other means.
i) “Created Content” means any content created as part of the Services, and includes the Deliverables.
j) “Deliverables” means the deliverables to be provided by you to the Brand under these terms and conditions, as set out in Item 1 of the Schedule to these terms and conditions.
k) “Excluded Information” means information that:
i. was publicly known at the time of the Brand’s communication thereof to you;
ii. becomes publicly known through no breach of these terms and conditions by you;
iii. was in your possession free of any obligation of confidence at the time of the Brand’s communication thereof to you;
iv. is developed by you independently of and without reference to any of the Brand’s Confidential Information;
v. is obtained by you from third parties who are not known by you to be in breach of any confidentiality obligation to the Brand; or
vi. is publicly disclosed by the Brand or identified by the Brand as no longer proprietary or confidential.
l) “GST” has the meaning given to it under A New Tax System (Goods and Services Tax) Act 1999 (Cth).
m) “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, Confidential Information and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise.
n) “Post” means a social media post shared with the Ambassador’s Audience via the Ambassador’s Channels.
o) “Promoted Products” means the products and services sold by the Brand from time to time, including, but not limited to, those set out in Item 4 of the Schedule to these terms and conditions.
p) “Purpose” means the purpose of completing your obligations under these terms and conditions.
q) “Services” means the services to be provided by you for the Brand under these terms and conditions, as set out in Item 2 of the Schedule to these terms and conditions.
r) “Term” means the duration of your appointment as a Brand Ambassador for the Brand, which commences on the date on which the Brand notifies you in writing that the Brand accepts your Application and continues until the date on which your agreement with the Brand is terminated under clause 13 of these terms and conditions.
s) “us”, “our” or “we” means both you and / or the Brand, as the context so requires.
In these terms and conditions, unless otherwise stated:
a) the clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;
b) words in the singular number include the plural and vice versa and words importing a gender include any other gender;
c) a reference to a person includes a partnership and a body, whether corporate or otherwise;
d) obligations under these terms and conditions affecting more than one party bind them jointly and each of them severally;
e) a reference to a clause is a reference to a clause or subclause of these terms and conditions;
f) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
g) References to a party are intended to bind their executors, administrators and permitted transferees; and
h) Reference to any amount of money is a reference to the amount in the lawful currency of Australia.
1. Your Application
a) By completing and submitting the Application, you confirm that you wish to become a Brand Ambassador for the Brand.
b) If the Brand accepts your application to become a Brand Ambassador for the Brand, the Brand will notify you in writing of that acceptance within 30 days of the date on which you submit your Application.
c) You agree that in submitting your Application, you accept the terms and conditions set out herein and agree that they will govern your relationship with the Brand in relation to your performance of the Services and your rendering of the Deliverables, in the event your Application is accepted by the Brand.
d) You acknowledge and agree that the Brand is under no obligation to accept your Application, or to provide you with any reason for the Brand declining to accept your Application.
2. Services And Deliverables
a) If you are accepted as a Brand Ambassador, you agree that during the Term you will:
i. provide the Services in favour of the Brand; and
ii. provide the Brand with the Deliverables, as and when requested by the Brand.
3. Ambassador Benefits
a) In full consideration of your performance of the Services and providing to the Brand the Deliverables, and subject to your compliance with the obligations set out in clause 7 of these terms and conditions, the Brand agrees to provide you with the Ambassador Benefits during the Term.
b) In addition to the Ambassador Benefits, the Brand may, as a discretionary bonus, but is not required to, send any additional products to you to try at the Brand’s absolute own discretion.
c) You agree that:
i. the value of the Ambassador Benefits is equal to the value of the Services and Deliverables; and
ii. neither of us are liable to pay any additional amount to the other to account for any GST liability.
4. Intellectual Property
a) You agree that the Brand owns the Intellectual Property Rights in the Brand and nothing in these terms and conditions purports to assign to you any Intellectual Property Rights in the Brand.
b) You agree that any Intellectual Property Rights in any Created Content will be immediately assigned to the Brand upon it’s creation. You expressly acknowledge that the Brand may use any Created Content in any promotion of the Brand or the products or services sold by the Brand from time to time, including but not limited to reposting on the Brand’s own social media accounts, use on the Brand’s website, and in any advertisements.
c) You may use the Created Content for the purpose of performing your obligations under this Agreement, including uploading it to the Ambassador’s Channels.
d) You agree that in consideration of the Ambassador Benefits made available to you, the Brand may use your name, likeness and any photograph or video content of you on any website, merchandise, social media platform or other marketing or promotional material promoting the Brand.
e) You acknowledge and agree that you may not be attributed as an author of any content which you create and the Brand may undertake the following types of acts or omissions in relation to that Created Content:
a) the alteration, amendment, deletion or modification of the Created Content; and
b) any dealing with, or changes to, the Created Content, which might otherwise constitute an infringement of your moral rights.
5. Confidentiality
a) You acknowledge and agree that the Confidential Information is valuable.
b) In consideration of the Brand providing the Confidential Information to you, you accept and agree to keep the Confidential Information confidential in accordance with these terms and conditions.
c) You shall not use or disclose the Brand’s Confidential Information other than in accordance with these terms and conditions, and shall use the same degree of care used to protect your own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.
d) You acknowledge that, except as otherwise provided in these terms and conditions, the Confidential Information disclosed under these terms and conditions (including information held in electronic storage media) shall be and remains the sole property of the Brand at all times and that these terms and conditions do not convey to you any proprietary or other interest in the Confidential Information.
e) Except as otherwise provided in these terms and conditions, all such information in tangible form shall be returned to the Brand or destroyed promptly upon the Brand’s written request, or upon termination of your appointment as a Brand Ambassador for the Brand, and shall not thereafter be retained in any form by you.
f) You acknowledge and agree that any violation of this clause 5 of these terms and conditions may cause irreparable injury to the Brand for which monetary damages alone may not be an adequate remedy. Therefore, you agree that, in the event of a breach or threatened breach of clause 5 of these terms and conditions, the Brand shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of proving the inadequacy of legal remedies. Notwithstanding the foregoing, any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages or any other remedies allowed at law or in equity.
6. Brand Obligations
a) The Brand agrees to:
i. make the Ambassador Benefits available to you during the Term; and
ii. to comply with all applicable laws and regulations in the performance of these terms and conditions.
7. Ambassador Obligations
a) You agree:
i. to comply with all applicable laws and regulations in the performance of these terms and conditions;
ii. to provide the Services with due skill and care and within the timeframes required for their performance;
iii. to monitor any Post uploaded by you in connection with these terms and conditions and promptly delete any comments which may be found to be misleading or inaccurate, or as otherwise requested by the Brand to be deleted;
iv. to ensure any Post uploaded by you in connection with these terms and conditions fits naturally within the style and format of your usual content on the Ambassador’s Channels;
v. to ensure that any information that you share about the Brand or products and services sold by the Brand are correct, up-to-date and not contain any misleading or deceptive images, text, video or other content. You must immediately correct any information in a Post about the Brand or the products or services sold by the Brand if so requested by the Brand;
vi. not to delete or archive any Post uploaded by you in connection with these terms and conditions, except as otherwise required pursuant to clause 7(a)(iii) of these terms and conditions; and
vii. not to disable the Ambassador’s Channels during the Term.
8. Sponsorship Disclosure
a) You agree to:
i. use the branded content tools available on the platform where applicable tagging the Brand as a business partner; and
ii. use the following hashtags at the beginning of each Post:
A. #ad
B. #brandambassador; and
C. #b2bfitfam.
to disclose the sponsored nature of the Posts.
9. Indemnity
a) You and the Brand agree to indemnify each other against any and all claims, loss, liability, damages, costs and expenses (including any indirect, special and consequential loss and legal costs on a solicitor and own client basis) that the other incurs or suffers directly or indirectly as a result of a breach of these terms and conditions by the breaching Party.
10. Restraint
a) In consideration of the Brand appointing you as a Brand Ambassador of the Brand, the Ambassador Benefits made available to you under these terms and conditions, and to reasonably protect the goodwill of the Brand, you agree that without the prior written consent of the Brand, you must not, whether directly or indirectly, during the Term, promote or create, or be involved in the promotion of, or creation of products or services which would reasonably be considered to compete with sales of the products and services offered for sale by the Brand.
11. Notices
a) All notices required or permitted to be made pursuant to these terms and conditions shall be sufficiently given by sending the notice by email to:
i. in the case of you – the email address set out in your Application; and
ii. in the case of the Brand – to backtobasics4life@gmail.com;
or such other email addresses as may be substituted by written notification.
12. Dispute Resolution
a) Each of us agree to use reasonable endeavours to resolve any dispute that arises in connection with these terms and conditions by mediation before bringing a legal claim or starting legal proceedings against the other.
b) Nothing in these terms and conditions prevent either of us from seeking any urgent relief in relation to our rights under these terms and conditions.
13. Termination
a) Either of us can terminate your appointment as a Brand Ambassador of the Brand by providing the other with 30 days written notice of the termination.
b) Termination of your appointment as a Brand Ambassador for the Brand does not affect any accrued rights of either of us or any provision of these terms and conditions that continue to apply.
c) Upon your termination as a Brand Ambassador of the Brand, you will immediately cease to have free access to the App and will need to pay the usual subscription fees associated with the App if you wish to continue to use it after that date.
d) The obligations set out in clauses 4 (Intellectual Property), 5 (Confidentiality), 6 (Brand Obligations), 7 (Ambassador Obligations), 9 (Indemnity), 11 (Notices), 12 (Dispute Resolution), 13 (Termination), 18 (Miscellaneous) and 19 (Governing Law and Jurisdiction) survive termination of your appointment as a Brand Ambassador for the Brand.
14. Warranty
a) You warrant in favour of the Brand that:
i. you have not made any misrepresentations to the Brand about the Ambassador’s Audience; and
ii. to the best of your knowledge, the Created Content and the Brand’s use of the Created Content in accordance with these terms and conditions will not infringe any third party’s Intellectual Property Rights.
iii. you have the right to assign the Intellectual Property Rights in the Created Content to us in accordance with clause 4(b) of these terms and conditions.
15. Miscellaneous
a) These terms and conditions constitute the entire agreement between us in relation to its subject matter and supersedes all prior written or oral agreements or undertakings regarding the subject matter.
b) No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
c) If any provision of these terms and conditions shall be held invalid, it shall be severed from these terms and conditions and the remaining provisions shall remain in full force and effect.
d) You may not assign your rights nor delegate your obligations hereunder to a third party without the prior written approval of the Brand. The Brand may assign its rights or delegate its obligations hereunder to a third party with written notice to you in the event of a restructure or sale of the business.
e) These terms and conditions can be accepted electronically.
f) These terms and conditions become binding on us when you have submitted an Application and the Brand has notified you in writing that your Application has been accepted.
g) You agree that:
A. you will be engaged as an independent contractor;
B. neither of us have the authority to bind the other; and
C. the relationship between you and the Brand is not intended and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between us.
16. Governing Law and Jurisdiction
a) These terms and conditions shall be governed by and construed in accordance with the laws of Victoria, Australia.
b) We hereby irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia.
SCHEDULE TO BRAND AMBASSADOR TERMS AND CONDITIONS
Item 1 – Deliverables
High resolution copies of any Created Content.
Item 2 – Services
The Services include:
a) Adding the following to the bio of the Ambassador’s Channels – “Ambassador – @b2b.ptstudio and @backtobasics4lifefitness”.
b) If you upload any Posts related to fitness, photoshoots, food or sales marketing during the Term, always tag @b2b.ptstudio and @backtobasics4lifefitness.
c) Tag @backtobasics4lifefitness if you post any content to the Ambassador’s Channels during the Term featuring you wearing any of the Brand labelled products;
d) Upload 4 stories Posts on both Instagram and Facebook each calendar month during the Term featuring the Promoted Products and including a reference to the unique discount code provided to you by the Brand for that purpose;
e) Upload 1 Post to your feed on each of Instagram and Facebook each calendar month of yourself training or eating healthy food and featuring the Promoted Products and including a reference to the unique discount code provided to you by the Brand for that purpose; and
f) Regularly comment on and engage with content uploaded by the Brand to the Brand social media accounts.
Item 3 – Ambassador Benefits
The Ambassador Benefits include:
a) ongoing free access to the App during the Term. Your access to the App is subject to the normal terms of use for the App, save for the subscription fee payment obligations and you will be required to create an account before you can access the App;
b) 1 free product usually sold by the Brand of the Brand’s choosing each time new products are formally launched by the Brand;
c) 30% discount off all products sold by the Brand. You must contact the Brand to obtain your unique discount code each time you wish to purchase products and your discount code will be a single use code and expire after you make a single purchase;
d) Free photos and images from photoshoot days you attend (subject to any of the photographer’s usage licenses and terms and conditions);
e) If, and only if, you are able to attend the Brand personal training studio at your own expense:
i. One free one hour small group personal training session with Shadi De Bartolo;
ii. 50% discount off small group personal training sessions with Shadi De Bartolo;
iii. and if 6 new App users or personal training clients sign up a customers during the Term and confirm that they were referred to the Brand by you and continue as paying customers of the Brand for longer than one calendar month, you will receive an additional free small group personal training session;
iv. and if 10 new App users or personal training clients sign up a customers during the Term and confirm that they were referred to the Brand by you and continue as paying customers of the Brand for longer than one calendar month, you will receive an additional free small group personal training session and free products valued at $100 (as selected for you by the Brand) from the Brand sponsors from time to time.
f) If, and only if, you are unable to attend the Brand personal training studio at your own expense:
i. and if 6 new App users or personal training clients sign up a customers during the Term and confirm that they were referred to the Brand by you and continue as paying customers of the Brand for longer than one month, you will receive free products valued at $100 (as selected for you by the Brand) from the Brand sponsors from time to time;
ii. and if 10 new App users or personal training clients sign up a customers during the Term and confirm that they were referred to the Brand by you and continue as paying customers of the Brand for longer than one calendar month, you will receive a gift card of the Brand’s choosing valued at $250.
Note that if you qualify and are able to take advantage of any of the small group personal training sessions referred to above, these will be offered to you in addition to any existing sessions you have already signed up for. For the avoidance of any doubt, you cannot redeem any of the Ambassador Benefit sessions referred to above in place of your existing paid sessions.
Item 4 – Promoted Products
Means the products and services offered for sale by the Brand from time to time, including, but not limited to:
a) the App;
b) b2b apparel; and
c) b2b services.
