- Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“App”||means the Remote Coach application software, accessed through the Remote Coach website (www.remotecoach.fit) or through the mobile application downloaded to a Device from an application store;|
|“App Provider”||means the platform from which the App is available to download;|
|“Acceptable Use Policy”||has the meaning given in Clause 10;|
|“Billing Date”||means the specified date on which payment of the Subscription Fee becomes payable to the Operator by the Personal Trainer;|
|“Commencement Date”||means the date on which these Terms and Conditions are accepted by the Personal Trainer;|
|“Commission”||means the amount payable to the Operator by the Personal Trainer in exchange for the facilitation of certain Services;|
|“Content”||means any form of information, data or creative expression and includes, without limitation, software, photographic material, video, text, graphics, music, sounds, communications, feedback, workouts and workout data, nutritional data, training data, biometric data, interactive features, copyrights, trademarks, branding, logos and all other content of any kind that may be generated through the App;|
|“Device”||means a handheld or other type of compatible device which provides access to the App;|
|“Engagement”||means the engagement of the Personal Trainer to provide Services under these Terms and Conditions;|
|“Operator”||means Remote Coach Ltd. (registered in England and Wales under number 11408424 and whose registered office is at 50 St Mary Axe, EC3A 8FR), a company who operates and maintains the App;|
|“Personal Trainer”||means a self-employed contractor, who holds a valid and current licence to operate their business of providing Services through the App, has been accepted by the Operator to provide such Services and with whom the User has contracted through the purchase of a Training Subscription and the acceptance of the relevant terms and conditions;|
|“Service”||means any service you offer or make available in your capacity as a Personal Trainer through the App;|
|“Subscription Fee”||means the fee payable to the Operator by the Personal Trainer in exchange for using the App;|
|“Third Party”||means anyone, from time to time, who is not the Operator, Personal Trainer or User;|
|“Trainer Content”||has the meaning given in Clause 9;|
|“Trainer Payment”||means the amount that may be payable to the Personal Trainer for performance of certain Services;|
|“Training Subscription”||means a paid online workout and/or training program provided by the Personal Trainer through the App; and|
|“User”||means an individual who has access to the App and holds a registered account.|
- Any reference to Terms and Conditions is a reference to these Terms and Conditions and any schedules as amended or supplemented at the relevant time.
- A Clause is a reference to a Clause of these Terms and Conditions.
- The headings used in these Terms and Conditions are for convenience only and will have no effect on the interpretation of these Terms and Conditions.
- “You” and “Your” has the same meaning as Personal Trainer.
- “We”, “Our” and “Us” have the same meaning as Operator.
- Words signifying the singular number shall include the plural and vice versa.
- References to any gender shall include the other gender.
- A reference to writing or written includes email.
- You agree to provide the Services on the Terms and Conditions and the Operator agrees to engage You.
- The Engagement shall be deemed to have commenced from the Commencement Date and shall continue unless and until terminated in accordance with Clause 4.
- Duties and Obligations
- During Your Engagement as a Personal Trainer You acknowledge and agree that You are to provide the Services with all due care, skill and ability and use Your best endeavours to promote the interests of the Operator.
- You acknowledge and agree that failure to perform the Services in the manner stated in Clause 3.1 will mean the Operator may, at its sole discretion, process a full refund to the relevant User and/or take any other action the Operator deems appropriate.
- You shall use reasonable endeavours to ensure that You are available at all times on reasonable notice to provide such assistance or information as the Operator may require, including but not limited to assisting Users.
- Unless You have been specifically authorised to do so by the Operator in writing, You shall not:
- have any authority to incur any expenditure in the name of or for the account of the Operator; or
- hold himself out as having authority to bind the Operator.
- Termination Policy
- You acknowledge and agree that these Terms and Conditions must be terminated on an individual basis.
- Your Services cannot be performed by another person, unless explicitly agreed to in writing by the Operator.
- The Operator in its sole discretion may immediately terminate a Training Subscription and the Services at any time without prior notice.
- If termination occurs, You will be liable for any outstanding Subscription Fees.
- You agree that upon termination the Operator may delete all files and information related to You as a Personal Trainer and immediately destroy any App software in Your possession or control.
- The Subscription Fee is payable on the Billing Date.
- Payment may be made using any payment method accepted by the relevant App Provider.
- You acknowledge and agree that payment of the Subscription Fee will waive the 14-day right of withdrawal from subscription to the maximum extent permitted by applicable law to ensure access to the App’s Content and Services is immediate.
- A failure to pay the Subscription Fee on the Billing Date will lead to the suspension of Your Services until the Subscription Fee is paid.
- Once the Subscription Fee has been received Your Services will resume as normal.
- Trainer Payment
- You acknowledge and agree that payment of the Trainer Payment to Your nominated account shall constitute a good discharge for the Operator of its obligations under the Trainer Payment.
- Any Commission payable by You to the Operator shall be deducted from the Trainer Payment.
- Intellectual Property
- You will not copy, reproduce, record, adapt, distribute, sell, modify, publish or transfer any of the Content made available by the Operator (“Operator Content”) through the App.
- All Operator Content, including its arrangement, design, selection and structure, is owned controlled or licensed by or to the Operator and is protected by the relevant copyright, trademark or patent laws.
- Other Activities
- You shall not engage, solicit or contact any User You have gained through the App (“App User”) with the intention of performing Your Services to the App User.
- Nothing in these Terms and Conditions shall prevent the Personal Trainer from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that:
- such activity does not cause a breach of any of Your obligations under these Terms and Conditions;
- You shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Operator without the prior written consent of the Operator; and
- You shall give priority to the provision of the Services over any other business activities undertaken by You during the course of the Engagement.
- Trainer Content
- You acknowledge and agree that the Operator will not be held responsible for any Content You have provided to the Operator or You have made available on the App (“Trainer Content“).
- You retain all ownership rights in such Trainer Content.
- You agree that any such Trainer Content must be in accordance with Our Acceptable Use Policy.
- You agree that the Operator may, if required, collect, use, hold or otherwise process any Trainer Content in order to establish, maintain and end the Services and App and We shall only do so in accordance with these Terms and Conditions.
- You agree to indemnify the Operator and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Operator, or for which the the Operator may become liable, with respect to any intellectual property infringement claim or other claim relating to the Trainer Content supplied by You to the Operator. The Operator may at its sole discretion satisfy such indemnity (in whole or in part) by way of deduction from any payments due to You.
- Acceptable Use Policy
- You agree to:
- not use the App or perform Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system;
- not infringe our intellectual property rights or those of any Third Party in relation to Your use of the App or Services, including by the submission of any material (to the extent that such use is not licensed by these terms);
- not transmit any material that is defamatory, offensive or otherwise objectionable in relation to Your use of the App or Services;
- not use the App or Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; and
- not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
- If the Operator considers that a breach of the Acceptable Use Policy has occurred, the Operator may take such action as they deem appropriate.
- You agree to:
- Immediate, temporary or permanent withdrawal of Your right to access the App;
- Immediate issue of warning;
- 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;
- Further legal action against You; and
- Disclosure of such information to law enforcement authorities as We reasonably feel is necessary or as required by law.
- The ways in which You can use the App and Services may also be controlled by the App Provider’s rules and policies and the App Provider’s rules and policies will apply instead of these terms where there are differences between the two.
- Limitation of Liability
- You acknowledge and agree that the creation and provision of the Services is entirely Your responsibility and the Operator bears no responsibility for use or reliance on any Services offered.
- You acknowledge and agree that the Operator does not make any representations or guarantees in respect of the Services.
- You acknowledge and agree that You currently hold valid public liability insurance (“Insurance”) and shall be responsible for any foreseeable loss or damage that a User may suffer as a result of Your breach of these Terms and Conditions or as a result of Your negligence. Loss or damage is foreseeable if it is an obvious consequence of Your breach or negligence or if it is contemplated by the User and You when a contract with the User is created. You will not be responsible for any loss or damage that is not foreseeable.
- You acknowledge and agree that You shall supply a copy of the Insurance to the Operator on request and in any event, within a reasonable time.
- The Operator, through the App, only facilitates the platform within which You can provide the Services to the User. The Operator makes no warranty or representation that products, or other goods or materials that You provide or sell is fit for commercial, business, industrial, trade, craft or professional purposes of any kind (including resale). The Operator will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
- You acknowledge and agree that nothing in these Terms and Conditions is intended to or will exclude or limit liability for death or personal injury caused by Your negligence (including that of any Personal Trainer who may be substituted by You if You are unable to provide the Services); or for fraud or fraudulent misrepresentation.
- You acknowledge that, except as provided by law, no further fees or compensation other than those provided for in these Terms and Conditions are due or may become due to You in respect of the performance of Your obligations under this Clause.
- You acknowledge and agree that You are self-employed and that nothing in these Terms and Conditions shall render You an employee, worker, agent or partner of the Operator and You shall not hold yourself as such.
- These Terms and Conditions are strictly a contract for the provision of Services and not a contract of employment and accordingly You shall be fully responsible for and shall indemnify the Operator for and in respect of:
- any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law;
- all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Operator in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Operator’s negligence or wilful default; and
- any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by You against the Operator arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Operator.
- The Operator may at its sole discretion satisfy such indemnity (in whole or in part) by way of deduction from any payments due to You.
- Changes to Terms and Conditions
- The Operator may, from time to time, change these Terms and Conditions without giving notice and will use reasonable endeavours to inform You as soon as is reasonably possible.
- Force Majeure
- Neither party shall be in breach of these Terms and Conditions nor liable for any delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for one week, the party not affected may terminate the Contract by giving three days’ written notice to the affected party.
- Claims Waiver
- 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. For example, if You miss a payment and We do not chase You but We continue to allow Your Services, We can still require You to make the payment at a later date.
- If any provision or part-provision of the Terms and Conditions 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 or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.
- Third Party Rights
- Nothing in these Terms and Conditions is intended to confer on any person any right to enforce any term of these Terms and Conditions which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
- Law and Jurisdiction
- The Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation 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 (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.
By clicking ‘I agree’, You acknowledge that You have read and accept the Terms and Conditions contained herein and wish to enter these Terms and Conditions.