SUBSCRIBER TERMS AND CONDITIONS
The Customer’s attention is drawn in particular to the “Limitation of Liability” Clause
The Website is owned and operated by Haredev LTD, Registered Number 11290798, (the “Supplier”) whose registered office is at Kemp House 152 – 160 City Road London EC1V 2NX.
- Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the monthly charges payable by the Customer for Subscriptions purchased via our Website in accordance with the “Charges and Payment” clause below.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.
Contract: the agreement and contract between the Supplier and the Customer for the purchase of a Subscription in accordance with these Conditions and any other terms referred to herein.
Customer: the person or firm who purchases a Subscription from the Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for a Subscription via our Website.
Services: personal trainer administration services which include (for premium subscribers) client tracking, payment tracking, session tracking, session scheduling, accounting, device synchronization and email support within 24 hours (to email@example.com), and (for platinum subscribers) all of the aforementioned services plus client application, client booking and client online payments, as such services are more fully described on the Website and in the Order.
Services Disruption: if the Customer is unable to use the Services “as intended”, as such term is explained in the video documentation: https://haredev.fleeq.io/l/p18m76bjv9-3lxx8nw955.
Stripe: Stripe Payments Europe, Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, the software platform for online payment.
Subscription: a paid-for monthly subscription to the Services, being either a premium or a platinum subscription, depending on the Customer’s preference in the Order.
Supplier: Haredev LTD (registered in England and Wales with company number [COMPANIES HOUSE NUMBER] and with a registered office address at Kemp House 152 – 160 City Road London EC1V 2NX).
Website: the website at https://justtrain.haredev.com, https://jt-app.haredev.com, and https://jt-client.haredev.com and any associated application the Supplier makes available on which these Conditions also appear.
- Construction. In these Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its personal representatives, successors and permitted assigns;
- a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;
- any obligation on a party not to do something includes an obligation not to allow that thing to be done;
- any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes faxes and e-mails.
Age restrictions and Basis of contract
- Customers may only purchase Subscriptions through the Website if they are at least 18 years of age.
- The Website will guide the Customer through the Order process. The Order constitutes an offer by the Customer to purchase a Subscription in accordance with these Conditions.
- The Order shall only be deemed to be accepted when the Supplier issues an email confirmation of the Order, at which point and on which date the Contract shall come into existence. Subscription confirmations will include details of the Subscription purchased, including its duration (start date and renewal date) and price.
- The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
- Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 15 days from its date of issue.
Supply of Services
- The Supplier shall supply the Subscription to the Customer in accordance with the Order in all material respects.
- The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence.
- The Supplier shall have the right to make any changes to the Subscription or Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
- The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- In certain circumstances, for example where there is a technical problem, the Supplier may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action the Supplier will inform the Customer in advance by email before suspending or interrupting the Services. If the Services are suspended or interrupted the Customer will not be required to pay for them during the period of suspension. It must, however, pay any sums that may already be due by the appropriate due date(s).
- The Customer shall:
- ensure that the terms of the Order and any information it provides in the Order are complete and accurate;
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate and kept up-to-date in all material respects; and
- obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
- If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
- the Supplier shall, without limiting its other rights or remedies, have the right to suspend the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
- the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and
- the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
- The Charges for the Services shall be as set out in the Order or, if no price is quoted, the price set out on the Website at the time the Order is placed. If there are any discrepancies between prices published on our Website and prices appearing in an Order, the prices in the Order shall prevail.
- The Charges shall be payable in full in cleared funds, with the first instalment due upon placement of an Order and thereafter on a monthly basis. Payment shall be made online via Stripe (credit card). Time of payment is of the essence.
- Unless otherwise stated, the price of the Services will be inclusive of amounts in respect of value added tax (“VAT”).
- If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract and the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank’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 Supplier reserves the right to amend the Charges at any time and to add, alter, or remove special offers from time to time. Changes in price will not affect any Order that a Customer has already purchased but will apply to any future Orders.
- The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
Intellectual property rights
- All Intellectual Property Rights in or arising out of or in connection with the Website and the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Throughout the term of the Contract, the Supplier shall be deemed to automatically grant a limited, royalty-free, non-exclusive, non-sublicenseable, non-transferable licence of any and all such rights to the Customer solely to the extent necessary to use the Services and benefit from the Subscription, in accordance with these Conditions and the Contract.
- The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
Each party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract. The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party’s possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.
Limitation of liability and indemnity
- Nothing in these Conditions shall limit or exclude the Supplier’s (or its employees’, agents’ or subcontractors’) liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- any other liability to the extent such liability may not be excluded or limited as a matter of law.
- Subject to the aforesaid:
- the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract, even if such loss is foreseeable or known;
- insofar as is permitted by law, the Supplier makes no representation, warranty, or guarantee that the Services will meet the Customer’s requirements or expectations, that they will be fit for a particular purpose, or that success or any other specific results may be achieved. The Services are provided solely in order to facilitate the managment of administration between personal trainers and their clients. The Supplier is not a party to any transactions or other relationships between personal trainers and their clients and is not a party to any dispute between those parties. Any claims must be made directly against the party concerned.
- the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Charges paid by the Customer to the Supplier in the 6-month period prior to the claim.
- in respect of a Service Disruption, the Supplier shall only be liable to pay the Customer a pro-rated credit calculated by reference to the Charges due for the Services affected by the Service Disruption.
- The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- The Customer shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Services by the Customer or its agents or employees.
- This clause shall survive termination of the Contract.
- If the Customer is a consumer in the European Union, by default it has a legal right to a “cooling-off” period within which it can cancel the Contract for any reason, including if it has changed its mind, and receive a refund. The period begins once the Supplier has sent the Customer an email confirmation of the Order and ends 14 calendar days later. If the Customer wishes to exercise this right to cancel it may inform the Suppier of its cancellation in any way it wishes at the following contact details: by email at firstname.lastname@example.org or by mail to Haredev LTD, Kemp House 152 – 160 City Road LondonEC1V 2NX. Refunds will be issued as soon as possible, and in any event within 14 calendar days using the same payment method that the Customer used when purchasing its Subscription (unless it specifically request a refund using a different method).
- After the cooling-off period, the Customer may cancel its Subscription at any time, however subject to Clause 9.3, the Supplier cannot offer any refunds and the Customer will continue to have access to the Services for the remainder of its current Subscription, whereupon the Contract will end.
- The Customer may end the Contract at any time if the Supplier has informed it of a forthcoming change to its Subscription, or to these Conditions that the Customer does not agree to. If the change is set to take effect or apply before the end of the current Subscription, the Supplier will issue the Customer with a pro-rated refund equal to the remaining time left in that Subscription. The Customer also has a legal right to end the Contract at any time if the Supplier is in breach of it. The Customer may also be entitled to a full or partial refund and compensation. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.
- Without limiting its other rights or remedies, the Supplier may terminate the Contract at any time by giving the Customer one month’s notice in writing and, unless termination is the fault of the Customer, the Supplier shall refund to the Customer any Charges paid for Services not yet received. The Supplier may suspend provision of the Services if the Customer fails to pay any amount due under this Contract on the due date for payment or the Supplier believes that the Customer may be unable to pay its debts as and when they fall due, or if the Customer stops carrying on business or threatens to do so.
- Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
Consequences of termination
On termination of the Contract for any reason:
- the Customer shall immediately pay to the Supplier any outstanding Charges and interest due;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
- clauses which expressly or by implication survive termination shall continue in full force and effect.
- the Customer data (clients, payments information…) on our servers will be fully removed. Entering in a new contract in the future will therefore not provide access to the previously provided information.
- For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- If the Force Majeure Event prevents the Supplier from providing any of the Services, the Supplier shall, as soon as the Force Majeure occured and without limiting its other rights or remedies, have the right to terminate this Contract within one month by giving written notice to the Customer.
- Assignment and other dealings.
- The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm 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 fax or e-mail, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- If any provision or part-provision of the Contract 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 the Contract.
- If any provision or part-provision of this Contract 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.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.
- No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
The Supplier may revise these Conditions from time to time in response to changes in relevant laws and other regulatory requirements. If the Supplier changes these Conditions as they relate to the Customer’s Subscription, it will give the Customer reasonable advance notice of the changes and provide details of how to cancel if the Customer is not happy with them.
- Governing law.
This Contract 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 Contract or its subject matter or formation (including non-contractual disputes or claims).
This Agreement has been entered into on the date stated above.