1.1 The following definitions apply in these Terms:
“Commencement Date”: has the meaning given in clause 2.2.
“Credentials”: means the information we require from you when you register as a Vendor, including your identity, experience, training qualifications, personal references and insurance cover.
“Customer”: means a user of our Website who has made an Order for, completed a Transaction for or been supplied by us with a Product.
“Customer Payment”: the sum we charge a Customer for a Product, including VAT.
“Database”: means the database where we store information provided by you, including but not limited to your Credentials.
“Data Protection Legislation”: means up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation.
“Duration”: means the period from the Commencement Date up to and including the date these Terms are terminated in accordance with clause 7 or clause 9.
“Force Majeure Event”: any cause affecting, preventing or hindering the performance by us of our obligations under these Terms arising from acts, events, omissions or non-events beyond our reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster.
“Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.
“Link”: means an electronic link provided to access, view, use, stream or download a Product.
“Messaging Platform”: an online messaging service provided at our discretion which will allow you to exchange instant messages with Customers in order to assist us to promote your Products.
“Order”: means an order placed by a Customer through our Website to purchase a Product from us.
“Payment System Provider”: means the payment system provider used by Training Nation from time to time.
“Price”: means the price of a Product to be paid to you as detailed in these Terms and as set out by you when uploading a Product or otherwise as provided to us in writing with reasonable notice.
“Product”: means a plan, programme or other online resource we agree to sell on our Website
“Refund”: a refund of a Customer Payment made to a Customer in accordance with clause 5.
“Reviews”: reviews of Products uploaded to the Website by Customers.
“Third Party Suppliers”: our Payment System Provider or any other third party supplier we work with to facilitate Transactions from time to time.
“Third Party Terms”: the terms of any Third Party Supplier with which you or we are required to comply, as set out in these Terms or as provided by us to you from time to time.
“Transaction”: means the process of completing an Order and payment for a Product.
“VAT” means value added tax or any equivalent or replacement tax chargeable in the UK.
“Website” means https://www.trainingnationuk.com or any other replacement website we notify to you.
1.2 In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
1.3 All and any business undertaken between you and us is subject to these Terms. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed between you and us in writing. No variation of these Terms shall be valid if made without our written consent.
1.4 These Terms supersede all previous terms of business.
1.5 In these Terms, any phrase that includes the words other, including, for example, such as or in particular (or any similar expressions) shall be deemed to include the phrase “without limitation”.
2.Our contract with you
2.1 This document (“Terms”) sets out the terms and conditions on which we Training Nation Limited, a company incorporated in England and Wales under registration number 10238879. With its registered office at C/O RPG, The Copper Room, Deva Centre, Trinity Way, Manchester, England M3 7BG and VAT number [INSERT] (“we”, “us”) agree to promote and sell Products via our Website (both as defined below) and you (“Vendor” or “you”) agree by registering as a Vendor on our Website to appoint us as your exclusive distributor to market and sell the Products in the United Kingdom on these Terms.
2.2 The Contract between you and us is formed when we confirm that your registration as a Vendor is complete (the “Commencement Date”).
2.3 By registering with us as a Vendor, you are confirming that:
(a) you shall not (whether directly or indirectly) establish or maintain any other sales outlet for the Products within the United Kingdom during the Duration;
(b) you are over the age of 18 and are operating as a business and not a consumer; and
2.4 You should be aware that we may change these Terms from time to time in accordance with clause 14.
3.1 Subject to your compliance with these Terms, for the Duration we shall:
(a) promote and sell your Products to Customers using promotional information and material taking into account but not limited to any information or material provided by you;
(b) take Orders and facilitate Transactions;
(c) permit Customers to upload Reviews from time to time (at our discretion);
(d) at our discretion provide you with access to the Messaging Platform to communicate with Customers regarding Products;
(e) process Refunds to Customers ( as set out in clause 5);
(f) account to HMRC for VAT on our receipt of Customer Payments; and
(g) provide assistance (as reasonably required and at our sole discretion) to Customers regarding any complaints/disputes concerning Products.
3.2 We will use the personal information you provide to us in order to promote and sell the Products.
4. Your obligations
4.1 You agree to provide us with:
(a) up-to-date contact details and profile details;
(b) up-to-date Credentials;
(c) any information we request about the Products; and
(d) any other reasonable information (in addition to the Credentials) that we may request from you from time to time.
4.2 You consent to any of the information listed in clause 1 being shared by us with Customers who purchase a Product and where reasonable (in our discretion) being made available on our Website.
4.3 We do not accept any identification documentation, insurance or qualification certificates via post and shall not be held responsible in the event that you send these to us and they become lost or misplaced.
4.4 You are responsible for:
(a) creating and developing the Products;
(b) ensuring that the Products are fit for purpose, of satisfactory quality and conform to their specifications and descriptions and comply with all applicable laws, guidelines and regulations;
(c) providing an overview and description of the Products for our use including the Price you require to be paid for the Product;
(d) notifying us immediately upon becoming aware of any defect, problem or inaccuracy in any Product;
(e) insuring the Products and obtaining insurance for any claim in relation to the Products;
(f) supplying the Products in a readily available and saleable condition;
(g) informing us if a Product is no longer available or is to be removed from sale;
(h) using the Messaging Platform in accordance with these Terms;
(i) responding to any correspondence in relation to Products within 24 hours of receipt; and
(j) assisting us to deal with any enquiries or complaints received from Customers or any other body or organisation about or concerning the Products.
4.5 You warrant that:
(a) you have created and/or developed the Products yourself and have not copied or infringed any Intellectual Property Rights through the creation and/or development of the Products;
(b) you have used all reasonable care and skill in the creation and/or development of the Products;
(c) the Products comply with all applicable laws (including but not limited to any relevant health and safety legislation);
(d) you will not make any unsolicited approach to any Customer whether via the Messaging Platform or otherwise;
(e) you will comply with the Third Party Terms; and
(f) the Products are fit for their intended purpose and suitable for use by their target audience.
4.6 Where you and a Customer are in direct contact via the Messaging Platform, you hereby acknowledge, understand and agree that you may not exchange personal contact details (including without limitation telephone number, bank details, postal address information, email addresses, social media user names or Skype user names (“Personal Details”)) with any Customers through the Messaging Platform. You shall not use the Messaging Platform to request such Personal Details from the Customer. The obligations of this clause 6 shall not apply to any details which are exchanged in accordance with our Personal Trainer Service Terms and Conditions the link to which can be found here [INSERT LINK ]. You are not permitted to sell a Product direct to a Customer through our Messaging Platform or otherwise, all Products must be purchased from us via our Website.
5.Prices payment and refunds to customers
5.1 The Prices we pay to you for Products shall be the price you notify to us when uploading Products to the Website or as otherwise agreed between you and us.
5.2 We have discretion over the Customer Payment we charge but shall notify you of the Customer Payments we charge for the Products.
5.3 Upon receipt of an Order we will collect the Customer Payment through our Payment System Provider and complete the Transaction. Once the Transaction has completed we will issue a Link to the Customer to access, use, view, download or stream the Product (as appropriate) and will pay the Price to you.
5.4 We have the right to issue a Refund for a Product to a Customer in the following circumstances:
(a) the Product is faulty, defective, not fit for purpose, not of satisfactory quality, does not conform to its description or is inadequate;
(b) the Customer has made a complaint about a Product which we have upheld or in our sole discretion we are of the view that a Refund is warranted or appropriate in the circumstances; and/or
(c) for any other reason which we in our sole discretion deem is necessary and reasonable in the circumstances.
5.5 Should we issue a Refund, we will be entitled to recover the amount of the Refund together with any reasonable fees and admin charges (“Admin Charges”) incurred in connection with the issue of such Refund from you.
5.6 We reserve the right to offset and automatically deduct any Refunds and Admin Charges from any payments owed or due to you under these Terms.
5.7 If we are unable to recover the Refund and/or Admin Charges from any payment owed to you within 14 days of issue of the Refund, we will issue you an invoice for payment of the Refund and Admin Charges. Such invoice will be payable within 14 days of the date of issue. Details of how payment may be made will be included in or with the relevant invoice.
6.Rules regarding Reviews
6.1 We may permit Customers to upload Reviews to our Website.
6.2 Any Review that a Customer leaves on our Website will be publicly viewable.
6.3 Where a Customer leaves a Review and you believe such rating and/or feedback to be untrue, inaccurate or personally abusive about you or your Product, you may contact us at firstname.lastname@example.org and request that such Review be removed from our Website.
6.4 You acknowledge, understand and agree that the editing and/or removal of any Review from our Website shall be entirely at our discretion.
6.5 We do not intervene with disputes in relation to Reviews between you and Customers save for as set out in this clause 6.
6.6 In the event that you provide defamatory, untrue, inaccurate or malicious feedback about us (including for example through a web based review site or on social media), or do any act thing or omission which brings or may bring us into disrepute, we reserve the right to terminate our Contract with you without notice.
7.Term and termination
7.1 These Terms take effect on the Commencement Date and subject to clause 2 c shall continue unless and until terminated by either party giving at least three months’ written notice to terminate.
7.2 Without affecting any other right or remedy available, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than ten days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of ten days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay his debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(d) the other party (being an individual) is the subject of a bankruptcy petition, application or order;
8. Effect of Termination
8.1 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
8.2 On termination of the Contract:
We shall use our reasonable endeavours to:
(a) remove your profile and Products from our Website without undue delay; and
(b) remove your Credentials from our Database; and
(c) you shall continue to comply with your obligations under clause e and i and j.
9. Our Rights to Suspend the sale and promotion of the Products and end the Contract
9.1 We may at our discretion stop marketing or selling any Products. Where possible we will use our reasonable endeavours to let you know at least 48 hours in advance of our suspension or stopping the marketing or selling of the Products, save in the case of emergency.
9.2 We may suspend the promotion and sale of any Products from the Website and terminate these Terms immediately if:
(a) in our opinion the Products are not in keeping with our Website;
(b) we are investigating a complaint or enquiry about a Product; or
(c) for any other reason we deem is necessary (at our sole discretion).
10. Intellectual Property Rights
10.1 When you communicate with Customers via the Messaging Platform or provide information, articles, photographs or diagrams about Products or your profile to us or submit comments and messages via the Website this is “Vendor Content”.
10.2 By submitting Vendor Content, you:
(a) grant us, for the purpose of us promoting and selling the Products, an exclusive, worldwide, royalty-free, licence for the term of the Contract (with rights to sublicense on identical terms and in multiple tiers) to use, adapt, perform, display, reproduce, communicate to the public and distribute the Vendor Content through any media now or in future known, which includes the right to display the Vendor Content on and in connection with the Website and the sale and promotion of Products;
(b) grant to us and our assignees and licensees all consents which are or may be required (including under the Copyright, Designs and Patents Act 1988 and any statutory modifications or re-enactment thereof) for the use of the Vendor Content, throughout the universe, in perpetuity, by any and all means and in any and all media now or hereafter known or devised;
(c) waive in perpetuity in respect of the Vendor Content the benefits of any moral rights under Part II, Chapter III of the Copyright, Designs and Patents Act 1998 (moral rights are certain rights that the owner of a copyright work has in relation to how that work is used) or the equivalent rights applying in any jurisdiction;
(d) warrant to us that you have obtained all necessary consents (including, without limitation, those consents necessary under Data Protection Legislation which may apply to the use of the Vendor Content from time to time) and including consent from those Customers who are featured in your Vendor Content;
(e) warrant to us that you own the Vendor Content and have the right to grant the licence set out at clause 2 a and that the Vendor Content does not infringe the Intellectual Property Rights of any third party; and
(f) warrant that any Vendor Content submitted by you does not cause you to breach these Terms including the provisions of clause 13
11. Our Liability
11.1 We exclude all implied conditions, warranties, representations or other terms that may apply to your use of our Website or any content on it.
11.2 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of, or inability to use, our Website;
(b) any Product or any liability which arises from the sale to or use of a Product by a Customer or anyone else; or
(c) use of or reliance on any content displayed on our Website.
11.3 In particular, we will not be liable for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss of business opportunity, goodwill or reputation; or
(e) any indirect or consequential loss or damage.
11.4 Nothing in these Terms shall limit our liability for:
(a) death or personal injury arising from our negligence;
(b) fraudulent misrepresentation or misrepresentation as to a fundamental matter; or
(c) any other liability which cannot be excluded or limited under applicable law.
11.5 Subject to clause 4, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract in any period of 12 months shall be limited to 100% of the Prices paid to you by us in connection with this Contract in the relevant 12 month period.
12. Your indemnities
12.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
(a) any claim made against us in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products; and
(b) any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the sale of the Products by us.
13. Acceptable use of our website
13.1 You warrant and undertake that you will use our Website for lawful purposes only, and will not use our Website:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out at clause 7 and 13.8 and Vendor Content must not fall below (“Content Standards”);
(e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
(f) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
13.2 You also warrant and undertake:
(a) not to (or attempt to) reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code or information on or received by our Website ;
(c) not to access without our authority, interfere with, damage or disrupt:
(i) any part of our Website;
(ii) any equipment or network on which our Website is stored;
(iii) any software used in the provision of our Website; or
(iv) any equipment or network or software owned or used by any third party.
13.3 In relation to your use of the Messaging Platform we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
13.4 We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use the Messaging Platform provided on our Website, and we will decide in each case whether it is appropriate to use moderation of the Messaging Platform (including what kind of moderation to use) in light of those risks. However, we are under no obligation to oversee, monitor or moderate Reviews or the Messaging Platform we provide on our Website, and we expressly exclude our liability for any loss or damage arising from Reviews and or the use of the Messaging Platform by a Vendor in contravention of our Content Standards, whether the service is moderated or not.
13.5 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator should a concern or difficulty arise.
13.6 When providing Vendor Content to the Website, the following Content Standards apply to any and all Vendor Content which you contribute to our Website. You must comply with the spirt and the letter of the following Content Standards. The Content Standards apply to each part of any Vendor Content as well as to its whole.
13.7 Vendor Content must:
(a) be accurate (where it states facts);
(b) be genuinely held (where it states opinions); and
(c) comply with applicable law in the UK and in any country from which they are posted.
13.8 Vendor Content must not
(a) contain any material which is defamatory of any person;
(b) contain any material which is obscene, offensive, hateful or inflammatory;
(c) promote sexually explicit material;
(d) promote violence;
(e) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(f) infringe any copyright, database right or trade mark of any person;
(g) be likely to deceive any person;
(h) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(i) promote any illegal activity;
(j) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
(k) be likely to harass, upset, embarrass, alarm or annoy any person;
(l) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
(m) give the impression that it emanates from us, if this is not the case; or
(n) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
13.9 We will determine, in our discretion, whether there has been a breach of this clause 13 through your use of our Website. When a breach of this clause 13 has occurred, we may take such action as we deem appropriate.
13.10 Failure to comply with this clause 13 constitutes a material breach of these Terms, and may result in our taking all or any of the following actions:
(a) immediate, temporary or permanent withdrawal of your right to use our Website and termination of these Terms;
(b) immediate, temporary or permanent removal of any posting or material uploaded by you to our Website;
(c) issue of a warning to you;
(d) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(e) further legal action against you; or
(f) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
13.11 We exclude liability for actions taken in response to breaches of this clause13. The responses described in clause 10 are not limited, and we may take any other action we reasonably deem appropriate.
14. Varying these Terms
We advise you to print and retain a copy of these Terms. We reserve the right to modify these Terms from time to time, for any reason by providing written notice to you.
15. International use
The sale and promotion of Products to Customers are provided by us for Vendors who reside in the United Kingdom only.
16. Rights of third parties
16.1 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
16.2 Nothing in these Terms is intended to, nor shall it confer a benefit on any third party under the Contracts (Rights of Third Parties) Act 1999 and a person who is not a party to these Terms has no rights to enforce them.
17. Delays outside our control
We shall not in any circumstances be liable to you for any delay or non-performance of our obligations under these Terms to the extent that such delay or non-performance is due to a Force Majeure Event.
18. Other important terms
18.1 We may, upon giving you written notice, assign or sub-contract our rights under this Contract to a third party.
18.2 You may not without our written consent assign, transfer, subcontract or deal in any other manner with any of your rights and obligations under this Contract.
18.3 If a court finds part of this Contract illegal, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
18.4 Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18.5 These Terms are governed by English law and either of us can bring legal proceedings in respect of the Terms in the English courts.