ONLINE FITNESS BOOTCAMP INDEPENDANT CONTRACTOR AGGREEMENT
Agreement between: Online Fitness Bootcamp and the Contractor
Background:
A. The Company wishes to engage you as a Contractor to provide the Services set out in this agreement.
B. The parties wish to record the terms of their agreement.
1. Provision of Service
1.1 The Contractor will provide the Services described in Schedule A (“Services”) to the Company during the term of this agreement. The Contractor’s Services may be amended in writing from time to time, or supplemented with subsequent estimates for Services to be rendered to the Company and agreed to by the Contractor, and which collectively are incorporated by reference.
1.2 The Services will be provided by the Contractor only.
1.3 Except where otherwise agreed in writing, during the term of this agreement the Contractor will not be simultaneously engaged in providing Services for organizations or individuals who the Company may reasonably consider to represent a conflict with the interests of the Company.
1.4 The Contractor warrants that the Services will be provided in a professional manner and to a standard of reasonable skill and care.
2. Representation
2.1 This agreement shall not render the Contractor an employee, partner, agent of, or in a joint venture with the Company for any purpose and the Contractor shall not hold out that he is an employee, partner, agent or in joint venture with the Company.
2.2 The Contractor shall have no claim against the Company for holiday pay, sick leave, retirement benefits, ACC levies, PAYE, work & income benefits, paid parental leave, worker’s compensation, health and disability benefits, unemployment insurance benefits, or employee benefits, of any kind.
2.3 The Agreement is intended to be and is an agreement for services and not an agreement of service (i.e. an employment relationship). The parties confirm that the relationship is one of independent contractor and principal, providing agreed services and payment for results achieved.
2.4 For the avoidance of any doubt, it is confirmed that the Contractor is not engaged as an employee or joint venture partner of the Company. The parties agree that this Agreement shall not operate as or constitute an offer of employment either during its term or at termination for whatever reason.
3. Term
3.1 The Contractor will start to provide the Services on the commencement date (“Commencement Date”) specified in Schedule A and will continue until notice of termination is provided by either party.
4. Availability of Contractor
4.1 The Contractor will work any hours chosen by the Contractor.
5. Charges
5.1 The Company will pay the Contractor for providing the Services at the rate specified in Schedule A.
6. Method of Payment
6.1 Payment will be made to the Contractors bank account as notified to the Company.
6.2 Terms and conditions regarding the payment are specified in Schedule A.
7. Taxes
7.1 The Contractor is responsible for payment of tax, PAYE, ACC levies, GST registration, and GST returns and the provision of any other taxes, revenue or expenditure required by law in the Contractors country.
8. Insurance
8.1 It is recommended the Contractor takes up indemnity insurance in the event of harm or loss.
8.2 The Contractor is fully aware that they are fully responsible for all insurance relating to their property.
8.3 The Contractor indemnifies the Company for any liability that may arise from carrying out the services under this agreement.
9. Confidentiality
9.1 The Contractor acknowledges that during the agreement they will have access to and become acquainted with various trade secrets, innovations, processes, inventions, information and records owned by the Company or used by the Company in connection with the operation of its business including, without limitation, the Company’s processes, customer lists, supplier lists, staff information and procedures (“confidential information”).
9.2 The Contractor agrees that they will not disclose any confidential information, directly or indirectly, or use any confidential information in any manner, either during the term of this agreement, or after the expiration of this agreement, except as required in the course of this agreement with the Company.
9.3 All files, manuals, records, documents, blueprints, specifications, information, letters, notes, supplier or customer lists, original artwork, programming code, and similar items relating to the business of the Company (“documents and data”), whether prepared by the Contractor or coming into their possession, shall remain the property of the Company and the Contractor shall not retain any copies of any documents or data or confidential information without the Company’s written permission.
9.4 Upon the expiration or early termination of this agreement, when requested by the Company, the Contractor shall immediately deliver to the Company all data and confidential information, and other items in their possession or under their control.
10. Inventions
10.1 The Contractor agrees that any and all inventions, concepts, developments and innovations in relation to the Company business conceived by the Contactor relative to the Services under this agreement, shall be the exclusive property of the Company and the Contractor assigns all rights, title and interest in the same to the Company.
11. Termination
11.1 Either party may terminate this agreement by logging in to the account and canceling the subscription at any time after the commencement date.
11.2 The Company may terminate this agreement immediately in writing, if the Contractor does or omits to do anything which, in the Company’s reasonable opinion, could be construed as non performance, gross negligence, fraud, dishonesty or gross misconduct.
11.3 In the event of termination, the Company will pay any charges due to the Contractor up to the date of termination, less any costs associated with the discontinuation or replacement of this contract or any other reasonable costs whatsoever as deemed necessary at the Company’s sole discretion.
11.4 Either party may terminate this agreement by logging in and canceling the subscription with immediate effect if:
11.4 a) the other party materially breaches this agreement and fails to remedy the breach within 3 days of receiving written notice requiring it to do so; or
11.4 b) the other party becomes insolvent, has a receiver or manager appointed over any of its assets, or goes into liquidation (otherwise) than for the purpose of solvent reconstruction or amalgamation).
11.5 Termination of this agreement will not affect the parties’ rights or obligations under this agreement, or affect any accrued rights or remedies either party may have.
12. Health & Safety
12.1 In performing its duties under this agreement, the Contractor will comply with the provisions of the Health and Safety at work Act 2015 and Health and Safety at Work Act and its amendments. The Contractor confirms that they have appropriate procedures in terms of that Act to protect the health and safety of themselves and any other persons for whom they are responsible under the Act.
13. Human Rights
13.1 The Contractor will ensure that they comply at all times with the Human Rights Act 1993.
13.2 The Contractor indemnifies the Company for any liability including damages and fines that may arise from a breach of any human rights legislation by the Contractor.
14. Fair Trading
14.1 The Contractor will ensure that they comply at all times with the Fair Trading Act 1986 and its amendments.
14.2 The Contractor indemnifies the Company for any liability including damages and fines that may arise from a breach of any fair trading legislation by the Contractor.
15. Consumers Guarantee
15.1 The Contractor will ensure that they comply at all times with the Consumers Guarantee Act 1993 and its amendments.
15.2 The Contractor indemnifies the Company for any liability including damages and fines that may arise from a breach of any consumers guarantee legislation by the Contractor.
16. Policies & Procedures
16.1 The Contractor will comply with the Company’s policies and procedures.
17. Tools & Equipment
17.1 The Contractor will ensure at all times they have the appropriate tools and equipment required to adequately and safely perform all services required under this agreement.
17.2 Care, maintenance, replacement and upgrade of all such tools is the sole responsibility of the Contractor.
18. Arbitration
18.1 If any dispute arises over the interpretation of, or the terms of this agreement or any matter arising from it, the parties will try to resolve such dispute through negotiation in good faith. Where no settlement can be reached through negotiation, the dispute shall be submitted to arbitration in New Zealand, conducted in accordance with the provisions of the arbitration statutes for the time being in force in New Zealand, with any arbitration award being binding on the parties. The costs of arbitration shall be borne by the losing party.
19. Waiver
19.1 Waiver by one party of breach of any provision of this agreement by the other shall not operate or be construed as a continuing waiver.
20. Modification or Amendment
20.1 From time to time Modification or Amendments may be made without notice by Online Fitness Bootcamp.
21. Entire Understanding
21.1 This document and any Schedule or exhibit attached to it constitute the entire understanding and agreement of the parties, and any and all prior agreement, understandings, and representations are terminated and are of no further force or effect.
22. Unenforceability of Provisions
22.1 If any provision of this agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this agreement shall remain in full force and effect.
23. Privacy
23.1 As per the Online Fitness Bootcamp Privacy Policy.
Executed as an Agreement
The Contractor acknowledges they have been advised to seek independent advice about the terms of this agreement and further acknowledges that they fully understand the terms and implications of this agreement. In accepting this agreement, the Contractor has not relied on the advice of the Company or any of its representatives.
Schedule A.
Services: Contractors provide a consultative selling approach to informing people on a strategy they can take to improve their physical and financial fitness.
Terms & Conditions
1. Upon joining OFB Ltd the Contractor agrees to pay the Company $320.00 NZD monthly.
2. Commission payments to the Contractor are on a monthly schedule as seen on the sign-up page.
3. Monthly commission payments are $150.00 NZD and are paid in the same transaction.
4. Each new financial year will include a price increase at the rate of inflation in New Zealand. At the same rate the commission payment will increase.
5. In order to receive payments from the Company the following conditions must be met,
5.1 The Contractor must be financial as per the above monthly payment schedule.
5.2 The Contractor will sign up new Clients to receive the above commissions.
5.3 These commissions will continue being paid as long as both parties are financial with Online Fitness Bootcamp Ltd.