We, Drumba Limited, a company incorporated and registered in England and Wales with Company Number 10514782 whose registered office is at Unit 1, 1 Hackers Close, East Bridgford, Nottingham, NG13 8PU (“we”, “us”, “our”) have established a successful fitness concept incorporating music and drumming under the name ‘Drumba’ where participants attend classes involving cardio training, balance exercises, coordination skills and resistance and strength training (“Drumba Classes”).

You, the person or legal entity whose details are set out on the invoice that we issue for the License Fee (“you”, “your”) wish to be granted the rights to operate Drumba Classes within your premises and these terms and conditions set out the contract (the “Contract”) pursuant to which we grant such rights to you.

We and you each hereby agree as follows:

1. We grant to you the non-exclusive right and license to use our intellectual property and know-how to deliver Drumba Classes from your premises only for the duration of the Term (defined below) in accordance with the provisions of this Contract and our detailed operations manual (the “Manual”).

2. This Contract shall commence when you pay the initial License Fee (defined below) to us and shall last for an initial period of one (1) year (the “Term”) when it shall automatically terminate unless we and you agree to a renewal or other extension of the Term. In the event of any renewal, we shall issue any updated terms and conditions that may be applicable and you shall pay the applicable License Fee for the renewed term.

3. In consideration of the grant of rights set out in this Contract, you shall pay to us an initial sum of £2,999.00 plus VAT (the “License Fee”).

   • The Licensee is required to remit an initial Purchase Fee of £2,999.00 + VAT for the granted usage rights outlined in this Agreement.

   • Additionally, the Licensee commits to an annual Subscription Fee of £600 + VAT for continuous access to and use of the licensed rights.

4. Following receipt of the License Fee, we shall provide you with: (i) access details and permission to use the Drumba Customer Relationship Management system (the “Drumba CRM”); (ii) the Hardware (as described in the Manual); (iii) the initial training (as set out in clause 7 of these Terms and conditions); and (iv) assistance with a launch day (as described in the Manual);

5. We shall, during the Term, provide email and telephone support to answer queries relating to the Manual and the provision of Drumba Classes. We shall also provide two (2) support visits to you during your first Term only should you request or require such support. Additional support beyond these two visits will be available and will be subject to the charges set out in the Manual.

6. During the Term, you shall:

   • 6.1  not do anything that damages the reputation of Drumba Classes, us or the goodwill in our intellectual property;

   • 6.2  not teach or permit any third party to teach Drumba Classes (or any part thereof) or use the Hardware (or any part thereof) on any premises other than at your premises;

   • 6.3  comply in all respects with the Manual as the same may be amended from time to time by us;

   • 6.4  supply us with such information relating to your promotion and delivery of the Drumba Classes in such form and at such times as we may from time to time require and/or specify in the Manual;

   • 6.5  only use our nominated suppliers for any Hardware, merchandise or marketing materials;

   • 6.6.  only allow instructors trained and launched by us to deliver Drumba Classes in accordance with the criteria set out in the Manual and ensure that any staff or volunteers have and maintain at all times all approvals required under The Protecting Vulnerable Groups (PVG) scheme or the Disclosure and Barring System, depending on the participants in the Drumba Classes;

   • 6.7.  use only the Hardware supplied by us and the music supplied by us (through the Drumba CRM) in the delivery of the Drumba Classes; and

   • 6.8 not charge for/monetize the Drumba Classes, save for the “upskill” Drumba Classes which may be monetized solely for the purposes of raising funds for your school.

7. Following payment in full of the License Fee, we shall provide an initial training programme for your nominated instructors (subject to any maximum number of instructors as we may determine in our reasonable discretion).

8. We shall provide further training programmes on the terms set out in the Manual and at your additional cost. You shall be responsible for payment of each Instructor Training Fee asset out in the Manual. Such training shall take place at such a time and place as we may specify.

9. You must only use advertising, promotional and other marketing materials which are supplied by or approved by us. We may from time to time provide template advertising and promotional materials for you to use.

10. You acknowledge that the Manual and all other information and knowledge relating to the Drumba business and classes are of a strictly confidential nature. Accordingly, you undertake that (except to the extent permitted by this Contract) you will not (and you will procure that no other person shall) at any time without our prior written consent, whether before or after termination or expiry of the Contract, divulge or use, whether directly or indirectly for your own benefit or that of any other person, firm or company, any of the contents of the Manual or any information or knowledge relating to the Drumba business and/or the Drumba Classes which may be communicated to or otherwise acquired by you, your directors, agents or employees/volunteers whether before or during the Term.

11. You acknowledge that you do not have any right, style or interest in our intellectual property (or any updates or improvements thereto) save as expressly set out in this Contract. You expressly acknowledge that the goodwill in relation to all intellectual property (including, but not limited to, copyright material, trademarks and know-how) shall at all times belong to and be vested in us. You shall not use the intellectual property other than as specifically permitted by this Contract and the Manual and will immediately cease any use on receipt of a request from us to do so.

12. You may terminate this Contract at any time by providing thirty (30) days’ notice in writing to us.

13. We may terminate the Contract with immediate effect if: (i) you commit a material breach of any term of this Contract and (if such breach is remediable) you fail to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; (ii) you repeatedly breach any of the terms of this Contract; (iii) you commit any act which, in our reasonable opinion, damages our reputation or the reputation of Drumba Classes generally; or (iv) you suffer any insolvency event or any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of, you or any part of your business or assets.

14. Following expiration (without renewal) or termination of this Contract (howsoever caused), you shall: (i) cease to promote and/or deliver the Drumba Classes; (ii) return or at our option, destroy, all copies of the Manual, and other written materials provided by us; and (iii) return all branded merchandise and marketing materials at your cost. We shall have the option to re-purchase any Hardware at market value (as shall be determined by our accountant or valuer) however, if we decline to exercise such option, you shall be entitled to dispose of it at your discretion following the removal of all Drumba branding.

15. In order to protect our confidential information and trade secrets, you covenant with us that you shall not during the Term or for twelve (12) months following termination (howsoever caused) or expiry of this Contract offer any services from your premises which are the same as or similar to the Drumba Classes.

16. These Terms and Conditions and the Manual constitutes the whole agreement between us and supersede any previous arrangement, understanding or agreement between us. You acknowledge that you have not relied on any oral or written representations or statements about the Drumba Classes or wider Drumba business unless such representations or statements are annexed to this Contract and signed by each of us.

17. You may not assign, transfer, mortgage, charge, sub-contract, delegate or deal in any other manner with the Contract or any of your rights and obligations under it (or any document referred to in it) or purport to do any of the same.

18. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the courts in England shall have exclusive jurisdiction to settle any dispute or claim that arises.