MEMBI TERMS & CONDITIONS

Transcription

1 MEMBI TERMS & CONDITIONS 1 APPLICATION OF TERMS 1.1 Membi Ltd (Company Number ) of 396a Kingston Road, London SW20 8LL, United Kingdom (Membi) grants you a non-exclusive, limited and revocable licence to use and access the Membi website ( and/or mobile application (Platform) subject to these terms and conditions (Terms). 1.2 The Platform lists profiles (Profiles) for sporting and fitness clubs (Clubs) and registered trainers and coaches (Coaches) to generate enquiries and handle bookings from potential clients (Customers). These terms apply differently to users that are Clubs or Coaches, and other users, including Customers. 1.3 In these Terms, us, we and our refer to Membi and references to you and your is to you, the user. 1.4 By using the Platform you agree to be bound by these Terms. If you do not agree with these Terms you must immediately stop using the Platform. 1.5 You agree that we may change, update or otherwise amend the Platform and these Terms at our absolute discretion. 2 PLATFORM ONLY 2.1 The Platform connects Clubs and Coaches with potential Customers. 2.2 We are not however responsible for Clubs, Coaches, Customers or other users. We do not accept any responsibility or legal liability whatsoever for any act or omission of any Club, Coach or other user arising from or in connection with the use of the Platform. In particular, we are not responsible for the services provided by Clubs and Coaches (Services). 2.3 Whilst we may assist with the resolution of any complaint or dispute relating to use of the Platform between a Customer and a Club or Coach, you acknowledge that any legal recourse arising from or in connection with any Services (or any act or omission of another user on the Platform), whether for breach of contract or otherwise, is against the Customer, Club or Coach (as applicable) and not against us, notwithstanding anything to the contrary in these Terms or specified on the Platform. 2.4 You must cooperate with us and comply with all reasonable requirements, including providing information and documents relating to use of the Platform. 3 CLUBS & COACHES - REGISTRATION & PROFILES 3.1 In order to benefit from the Profile and communicate with Customers, Clubs and Coaches will be required to register with the Platform. We may accept, reject, suspend or remove the registration of a Club or Coach at our absolute discretion, including for any failure to comply with these Terms. 3.2 Profiles shall be either prepared by Membi from publicly available information, or confirmed and updated by the relevant Club or Coach following registration with the Platform. Coaches may register independently or with a Club (in which case the Coach warrants authority from the specified Club). On registration, Clubs and Coaches are required to confirm the accuracy and completeness of the information and provide any additional information which Membi may require for their Profile. 3.3 Each Club and Coach acknowledges that Membi and each Customer relies on the accuracy and completeness of information provided during the registration process and confirming a Profile. Each Club and Coach warrants and represents that all information provided to us is accurate, complete and not misleading and remains so, including that the Club or Coach has the relevant qualifications and immigration status to perform the Services. We do not warrant or make any representations as to the accuracy or completeness of the information on any Club or Coach profile on the Platform. 3.4 Membi may require confirmation of identity, details of any registrations that can be publicly searched, copies of certificates for specified qualifications and insurance. Any Disclosure and Barring Service (DBS) qualifications must be current within 3 years of registration. The Club or Coach must notify us of any change to such information.

2 3.5 If you use the Platform for and on behalf of any business, company or other organisation, you warrant and represent that you have the authority to register as and bind that Company to these Terms. 3.6 Each Coach acts as an independent contractor and not an employee of the Customer or Membi. 4 PROFILES & IMAGES 4.1 Images used on Profiles may have been compiled from public websites of Clubs and other online source. Upon request from the relevant Club or Coach, we shall remove or replace any images used on their Profile. 4.2 You are responsible for all images, content and information published on or sent via the Platform (including uploaded to any Profile) and warrant that information is accurate and honest. You must not use any copyright or proprietary images or materials that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others via the Platform. 4.3 You acknowledge that such content will be made publicly available and that Membi is not responsible for editing or monitoring such content. We reserve the right to delete any such content and information in our absolute discretion. 5 CUSTOMERS 5.1 In order to access all of the features of the Platform, you are required to create an account (Account) which will contain certain personal and payment details. By continuing to use the Platform you represent and warrant that and represents that all information provided to us is accurate, complete and not misleading and remains so. 5.2 We may reject, accept, suspend or terminate your Account in our absolute discretion (with or without giving reasons). 5.3 It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser. 5.4 If you have reason to believe that your Account details have been obtained by another person without consent, you should contact us immediately to suspend your Account and cancel any unauthorised purchases that may be pending. Please be aware that purchases can only be cancelled until they are dispatched. 6 LEADS & SERVICES 6.1 The Customer will be guided on the Platform through the steps required to contact a Club or Coach. 6.2 The Club or Coach shall be notified of each Customer enquiry by (using the address registered with us) and has sole responsibility for monitoring s for new Bookings. 6.3 You agree to notify us within 24 hours of any and all complaints or grievance relating to another user and comply with any applicable policies notified on the Platform. 7 PRICES & PAYMENT 7.1 All prices for using the Platform are exclusive of VAT and subject to change at any time. Membi may charge you additional fees and charges as specified on the Platform. 7.2 Payments must be made in advance by credit card via Stripe ( or such other payment services gateway specified on the Platform. Surcharges may apply for certain payment methods. You warrant that there are sufficient funds on any relevant credit or debit card to pay for all charges, including the variable fees for bookings from Customers. 7.3 If any amount due remains unpaid, we may charge additional administration costs and interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

3 7.4 You agree to pay any duties or taxes with respect to your use of the Platform. 8 CANCELLATIONS & REFUNDS 8.1 A Club or Coach may cancel registration with the Platform within 14 days notice prior to end of each calendar month. If not cancelled before then, we may charge the full amount for the monthly subscription, received during that month. 8.2 We reserve the right to decide whether or not to make a refund, arrange re-performance or provide a service credit (including for non-attendance). Any refund may be made up to 30 days after notice is given. 9 PLATFORM CONDITIONS OF USE 9.1 It is a condition of use that: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) You are over the age of 18 (or over the age of 13 with the approval and supervision of a parent or legal guardian); You have the authority to bind any business used on your behalf on the Platform; You have authority to use the payment method used to make any payment required on the Platform; You register on the Platform as a Club or Coach to access the Services; You only use the Platform for lawful purposes; You treat other users courteously and do not engage in any defamatory, improper, indecent or offensive behaviour; You are not breaking any local, state, national or international law in your relevant jurisdiction by accessing this Platform; You will treat the Platform and its users with respect and will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning to the human standard of any other person (as determined by us); and You must provide us with accurate personal and contact information. You will only represent yourself and will not create false aliases or impersonate any other person (with or without their consent) while using the Platform. You do not breach any of the Terms. 9.2 By using the Platform, you warrant and represent that you will not directly or indirectly circumvent the Platform and that all Services will be booked in accordance with these Terms. Without limitation, for a period of 6 months after identification on the Platform, Customers shall use the Platform to contact any Clubs and Coaches identified. 9.3 You agree and warrant that you will not solicit a user of the Platform to join another competing Platform. 9.4 You indemnify us for any loss or damage we suffer as a result of your breach of this clause. 10 PLATFORM AVAILABILITY 10.1 You acknowledge that we are not required to keep the Platform available for your use and we make no warranties as to its availability We accept no responsibility for the unavailability of this Platform or any listing or offer of Services found on the Platform You agree that we are not liable for any loss or damage that you or any other person incur by not being able to access the Platform.

4 10.4 We make no guarantees, implied or express, as to the ongoing availability of the Platform or Services. 11 INTELLECTUAL PROPERTY 11.1 All content on the Platform is the copyright and property of Membi and can be used for any purpose relating to the Platform or the business of Membi. Without the express written permission of Membi, you shall not copy the Platform for your own commercial purposes, including: (a) (b) (c) Replicate or use the details and profiles of any Club or Coach; Replicate all or part of the Platform in anyway; or Incorporate all or part of the Platform in any other webpage, website, platform, application or other digital or non-digital format Membi has moral and registered rights in its trademarks and you shall not copy, alter, use or otherwise deal in the marks without the prior written consent of Membi All content remains the Intellectual Property of Membi, including (without limitation) any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Customer, Club or Coach. 12 THIRD PARTY WEBSITES & ADVERTISING 12.1 The Platform may from time-to-time contain information and advertising from third-party businesses, people & websites (Third Parties). You consent to receiving this information as part of your use of the Platform We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements. 13 LIMITATION OF LIABILITY & INDEMNITY 13.1 You agree that you use the Platform at your own risk You acknowledge that we are not responsible for the conduct or activities of any Customer, Club or Coach and that we are not liable for such under any circumstances If you are provided with a username & password to access the Platform, it is your responsibility to keep your username & password secure and you indemnify us for any loss or damage we suffer as a result of unauthorised access to your account. You are solely responsible for the use of your account, irrespective of who it utilising it, whether with or without your permission You acknowledge that in using the Platform and in relation to the supply of Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Platform, including any breach by you of these Terms In no circumstances will Membi be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Platform or any content, or in any way relating to the Services (or the provision or non-provision of Service), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Membi knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise 13.7 Certain rights and remedies may be available under the Sale of Goods Act 1979 or the Consumer Protection Act 1987 or similar legislation in other jurisdictions and may not be permitted to be excluded, restricted or

5 modified. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to fees paid for using the Platform In all circumstances, you agree that any liability of Membi shall not exceed the value of the Booking you placed using the Platform The relevant Club or Coach shall be fully responsible for any tax and national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the Platform or the Services. The Customer and Membi shall be indemnified against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable in connection with or in consequence of any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of their respective negligence or wilful default. 14 PRIVACY POLICY 14.1 You accept our Privacy Policy and agree that you will not do anything that shall compromise Membi s compliance with its Privacy Policy nor do anything contrary to the Privacy Policy insofar as your use of the Platform is concerned We may amend the Privacy Policy from time-to-time without notice and at our absolute discretion, and by continuing to use the Platform you accept such changes. 15 TERMINATION 15.1 We may end the agreement formed by the Terms immediately by giving you written notice. It is not essential to provide reasons for the termination. Where these Terms have been terminated you must immediately cease using the Platform or Services Clubs or Coaches may terminate their use of the Platform on at least 14 days notice Your use of the Platform may be cancelled at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Platform should you receive a notice cancelling your licence to use the Platform. 16 NOTICES 16.1 You can contact our customer service team by (info@membi.co) You can direct notices, enquiries, complaints and so forth to Membi using any other details published on the Platform. We will notify you of a change of details from time-to-time by publishing new details on the Platform We will send you notices and other correspondence to the address that you submit to the Platform, or that you notify us of from time-to-time. It is your responsibility to update your contact details as they change A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law. 17 GENERAL 17.1 Membi may assign or otherwise create any interest in their rights under these Terms by giving you written notice Membi may in its absolute discretion amend these Terms at any time, which shall become effective by giving you notice Any provision of these Terms which is invalid or unenforceable in any jurisdiction, is as to that jurisdiction ineffective to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these

6 Terms or validity and enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a valid and enforceable provision consistent with the intention of these Terms so far as is reasonably practicable These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and the agreement to these Terms is formed & validly entered into electronically The termination of these Terms does not affect the parties rights in respect of periods before the termination of these Terms These Terms are governed by the laws of England & Wales and you submit to the non-exclusive jurisdiction of the courts in England.