PARTNER TERMS OF SERVICE

1. GENERAL INFORMATION

Fitu is an online platform that enables health and fitness providers (Partners) to create activities or events through the dedicated Event Organiser portal (partner.fituapp.com) so that Fitu's customers may book those events or fitness activities on demand through Fitu's App or Site (www.fituapp.com).

These Terms of Service cover the terms on which you as an Event Organiser, hereinafter referred to as Partner, may use the Site and create events for our App users to book and attend. Please read them regularly as they may change from time to time.

By using or accessing the Site, you agree to these Terms, which govern the relationship between you and Fitu, as well as the relationship between you and our App users, in addition to your own Terms and Conditions that must be made available to our customers when they book your events via the Fitu App or Site.

We reserve the right to amend these Terms of Service from time to time at our sole discretion and will notify you of any updates by e-mail. Your continued use of our platform will constitute acceptance of such changes.

2. REGISTRATION

In order to begin creating events on our platform, you must register for an account with us by following the on-screen prompts on the Site. By registering for an account, you confirm that you have understood and accepted our Terms of Service.

By registering with us, you expressly accept our technical partners' Terms and Conditions, including but not limited to our payment processor Stripe and booking platform integration websites Eventbrite, Mindbody, Zingift and Glofox.

You must provide proof of identity as part of your registration as well as a copy of your professional insurance policy. You may also upload evidence of your certification, education or qualifications relevant to your role as an Event Organiser, however this is not mandatory. If you choose to upload such documentation, we shall display it alongside any events you create for our App users to check. You must also provide a description of the type or types of events you wish to create and list on our platform in as much detail as possible.

If we agree, at our sole discretion, that you meet the criteria to participate in creating events on our platform, we shall grant you access to the platform and you may begin creating events. We reserve the right to refuse any applications that we deem to be unsuitable for our platform or where evidence of appropriate insurance cover or other information requested is not supplied by you.
You warrant that the information you have supplied about you and your events as part of the registration process is accurate and that you will notify us of any changes at [email protected]. We may also ask you to supply us with further information about you and your business and you agree that you shall supply that information to us promptly, accurately and truthfully.

We reserve the right to revoke access to the platform and remove any listings of events that are in breach of our terms at our discretion.

You are responsible for safeguarding the security of your account, including keeping your password confidential.

Unless agreed by us in writing, all users of the platform are limited to only one account.

3. PARTNERS’ RIGHTS OF ACCESS

You have permission for temporary, non-exclusive use of the Site. Fitu reserves the right to withdraw or change the content of the App or Site and these terms at any time without notifying you and without having any legal responsibility towards you. You are not allowed to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the app or site.

You are also not allowed to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App or Site and/or any documents or online resources on the site available to any third party.

If you do not use the App and Site according to the law and these terms, we may suspend your usage, or stop it completely.

We frequently update and make changes to our Site, but we have no duty to do this. This means that content on the Site may be outdated or incorrect. We will have no liability to you for any losses or damage you may suffer from your reliance on any of our materials.

We shall save your bank account details for the purposes of making payment after a customer has booked and paid for an event you create but we do not share your details with any third parties and we follow our Privacy Policy in handling information about you. By using the Site, you agree to us handling this information and confirm that data you provide is accurate.

Our App and Site use cookies. More information about the cookies we use on our App is provided in our Cookie Policy.

4. OUR SERVICE TO YOU

These terms set out the terms on which we provide you access to Fitu to enable you to list health and fitness-related events and services (events) offered to our customers, including but not limited to gym classes, pools, saunas, massages and more generally, any wellness services. You are bound by these terms which govern how you use Fitu and how you interact and transact with other platform users and event organisers.

Upon registration for an account with Fitu, you will be asked to confirm that you have read, understood and accepted these terms. You will not be able to list or collect payment for any events unless confirmation is given that you accept our terms and provide us with your own terms and conditions or adopt our sample terms and conditions as your own. Any terms that you seek to impose in respect of any payments you receive through our service or site will not form part of any contract between us. Please read these terms of service carefully before using our services. If you have any queries on these terms please contact us at [email protected] before using our services.

By using our services through our Site and App, you warrant that you are doing so in your capacity as a sole trader or limited company or other business entity and that you are legally capable of entering into binding contracts. Both parties act independently and for their own business purposes.

5. HOW FITU WORKS

There are two categories of users on our Site: platform users (our customers) and event organisers (you). Event organisers list their events on our platform, and our customers may book, pay for and attend those events.

Our aim is to enable our customers to book fitness classes on demand that are carried out by our event organisers in a way that is quick, easy, comparable and transparent. Event organisers who list their events on our Site will adhere to our terms but in addition will have their own terms and conditions which customers shall be asked to accept before placing any orders.

Upon registration, you must provide us with your Terms and Conditions so we can include them onto our platform. In the event that we, at our sole discretion, provide you with sample terms and conditions for you to adopt as your own, you understand and agree that those terms shall thereafter be deemed to be your own terms and conditions, at your own risk, and that we shall bear no liability or responsibility towards you or any other platform user or third party, on the basis of those terms and conditions.

6. OUR ROLE

Fitu provides a platform for the primary purpose of enabling our customers to interact and transact through the App, the Site and its services.

We act as platform users’ agent only in that we collect and relay their payment to you.

Once an event is booked by a customer, a legally binding contract is formed between you and them. Fitu is not party to the transaction and shall not bear any express or implied liabilities related to the events you list on our site. We shall not possess, check or act as caretakers of any events that are listed by you at any time.

7. OUR RELATIONSHIP AND YOUR RESPONSIBILITIES

Nothing in these terms shall render you an employee, worker, agent or partner of Fitu and you shall not hold yourself out as such.

You are solely responsible for accounting for all taxes due relating to the provision of your services on our Site or App.

You are responsible for collecting VAT on the total sale price, we solely are responsible for paying VAT on our fee.

You shall be fully responsible for and indemnify us against any liability, assessment or claim for:

1. taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and
2. any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against us arising out of or in connection with the provision of your services through the events you create on our site, except where such claim is as a result of any act or omission of Fitu.

We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

You must comply with the Bribery Act 2010. Failure to do so may result in the immediate termination of this agreement.

You must not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances Act 2017. Failure to adhere to this paragraph, shall result in the immediate termination of this agreement.

You shall have personal liability for and shall indemnify us for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of these terms, including any negligent or reckless act, omission or default in the provision of your services and shall maintain in force during the period of this agreement adequate insurance cover with reputable insurers.

You are fully responsible for uploading and updating any information about your offers, particularly if specific terms and conditions apply to such offers, including but not limited to rates, availability and other information which is displayed on the App. You undertake to be diligent in maintaining the accuracy, completeness and correctness of the offers' description.

You warrant that any content that you submit through the Site and/or App will not violate third parties' rights, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, nor violate any applicable law. You shall hold Fitu harmless against any third party claims brought against Fitu for copyright infringement whether in connection with the images that you upload and display on Fitu's App or Site or any other intellectual property rights.

Any content uploaded by event organisers must be approved by Fitu. We may require modifications to the uploaded material should, in or reasonable opinion, such material have a negative impact on Fitu's business.

8. BOOKINGS

The contract for the class or event booking will only be formed when customers have agreed to our terms of service, your terms and conditions and, where applicable, have made payment in full for the event they are booking. We reserve the right, in our sole discretion to reject any booking request we receive. You may advertise free events on our platform, in which case we shall not collect any commission from you. Requesting that payment is made in person by our platform user or that payment is made outside the platform for an event that you list on our platform shall be a material breach of these terms and we reserve the right to terminate your access to the Site and use of our services indefinitely and exercise all our rights conferred to us by law.

Once a customer makes a booking on the App or Site for an event by following the on-screen prompts, we shall send them a confirmation e-mail with the details of their booking.

Customers must book, pay or cancel any classes or events only through the Fitu App. It shall be a breach of these terms if you accept a booking, payment or cancellation directly from aCustomer, including through any online or mobile account or through social media. If you accept a booking, payment or cancellation directly from a Customer, we reserve the right to charge you any applicable cancellation fees, and/or to suspend your use of our service permanently.

9. DEALS AND PROMOTIONS

When registering as an Event organiser with Fitu, you undertake to honour:

• any deals or promotion advertised on your own website at no less favourable terms;
• the same first-timer discounts (introduction offers) that you may advertise in your website or marketing materials;
• proportional discount where offers contain multiple classes in one introduction offer;
• Fitu exclusive price, which should be at least 10% or 5% lower than the regular rate advertised in your websites based on the following sliding scale:
  • 10% if price is equal or below £15
  • 5% if drop in is above £15
  • 3% if drop in is above £25
• any offers or pack of classes advertised on your website, whether the same pricing options or in proportion to the pack quantities available to Fitu;
• promo codes offered to Fitu customers with which they get discounts on their workouts.
• offers generated by Fitu's dynamic pricing tool - real-time data tracking will evaluate the availability of your classes and offer the best possible price to help fill spaces and maximise revenue. Class prices will automatically increase as the class fills so people don't wait for last-minute deals. Dynamic pricing parameters can be adjusted in the settings of your dashboard. A reconciliation report is automatically sent to the registered email on the last day of each month in order to ensure accounting methods are accurate.

Fitu's fees may vary depending on whether partners opt for an integration with our technical partners' booking platform, in which case the fee would be of 20% + £1 per booking for Stripe processing and integration fees (additional monthly integration fee may be charged for certain integration systems). In case partners do not which to be integrated, the fee would be of 20% commission + Stripe processing fees.

Classpack payments will be made when the customer redeems a workout session. Unused workout sessions by the expiry of the pack, will not be paid.

10. CANCELLATIONS AND REFUNDS

If a customer books and thereafter cancels a class and they request a refund, you shall agree to the provision of a refund where such notification has been made with 12 hours’ notice. You shall not vary this term in your own terms and conditions, unless agreed by us in writing. You do not need to agree to offering refunds where customers do not attend a class or cancel a class less than 12 hours before the event takes place. If a customer tries to request a refund within 12 hours of the class starting, this will be classified as non-refundable and you will receive the relevant revenue. All refunds shall be processed by us directly in communication with you.

Where you cancel an event you must notify us at least 12 hours prior the event, otherwise we may charge you for any costs and damages we incur or administrative costs in processing the refunds to the platform users.

For the avoidance of doubt, adverse weather conditions shall not warrant the cancellation of a class or event, even when the event is planned to take place outdoors. However, if you believe that weather conditions may cause health and safety concerns, please contact us as [email protected].

We reserve the right to offset any refunds paid to customers from any monies owed to Partners.

11. WARRANTIES

You accept to be solely responsible for event taking place in time and in the location as described, for the quality of the event, accuracy of description, adherence to health and safety regulations and practices, provision of adequate information about your event and any specific requirements for attendance, including appropriate fitness levels (where applicable) and special equipment or attire needed and any event-related information that may be required or expected by our platform users before they book or attend your event. Any disclaimers, notices, warnings or restrictions must be clearly stated.

You undertake to address any issues raised by our platform users, including, but not limited to, complaints and cancellation or refund requests in a timely and effective manner. You must ensure that your practices and events are not in breach of any applicable laws and that no regulatory restrictions or specific duties apply to the events you are creating and offering. Fitu shall not be responsible for verifying your right to create and carry out an event, or whether the offer of such event is prohibited or deemed illegal. Fitu reserves the right to remove from listing, without prior notice to the Event Creator, any event listing whose offer becomes illegal or controversial in the UK.

You must ensure your events listed:

• do not infringe any third party intellectual property and you have all necessary licences or approvals in order to offer your services to the users of our platform;
• are safe for the participants and do not take place in dangerous or unsafe premises;
• all equipment used or attire offered, either as part of the event or at and additional price, must be kept in good order and regularly maintained and checked as per good industry practice and all safety laws and regulations;

Where any events you list are subject to a licence, permit or other type of permission, that you hold the necessary licence, permit or permission for the event to take place. We shall not be liable for any cancelled events due to your failure to obtain the necessary licence, permit or permission and where refunds are processed on that basis, we may still charge you an equivalent commission fee.

By listing an event at a price, you agree that you will carry out that event at that price for the users on our platform. The price listed must be in GBP currency only and include all applicable taxes. If as part of your event you are offering special equipment or attire for an additional price, that price must be clearly displayed as part of your event listing.

12. FEES

Payment shall be made directly to us by a customer who books your event, and we shall thereafter transfer the fee to you for the events that have taken place, less our commission of 20% per event and per customer plus any further fees such as the fees referred to in section 10 Deal and Promotions or where those are agreed in advance. Payment to you shall be made monthly in arrears.

We shall process our payments to you either manually, directly from our bank account or through our payment service provider, Stripe Payments Europe, Ltd (Stripe). Stripe enables the payment through Apple Pay and Google Pay. Stripe’s payment provision services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (the Stripe Services Agreement). By agreeing to these terms of service, you agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to .As a condition, you agree to provide us with accurate and complete information about you, and you authorise us to share it along with transaction information related to your use of the payment processing services provided by Stripe.
By listing your event on the platform you agree to pay all such applicable fees.

13. CONFIDENTIALITY

Personal or business information that you supply to us, other than information that is in the public domain, will be treated confidentially and in line with our Privacy Policy. CConfidential information will not be disclosed to any third party, including for the purposes of marketing, without your prior permission. We will only disclose your information if it is necessary for the performance of our services or where so required by law.

14. PARTNERS’ SUBMISSIONS AND EVENT REVIEWS

The Fitu App provides certain features which enable platform users and other users to submit, post, and share content, which may include without limitation text, graphic and pictorial works, or any other content submitted by you and other users through the App (“User Submissions”).

By submitting content to our Site and/or App, you grant Fitu a non-exclusive, irrevocable, royalty fee, worldwide, and perpetual license to use your contents for the customary and intended purposes of the services and any purpose related thereto, including marketing and communication via social networks.

We make no representations that we will publish or make available on the App any User Submissions, and we reserve the right, at our sole discretion, to refuse to allow any User Submissions on the App, or to edit or remove any User Submission at any time with or without notice.

You understand that when using the App, you may be exposed to User Submissions from a variety of sources and that Fitu does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions.

You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You acknowledge and agree that Fitu shall bear no liability or responsibility whatsoever in any such user submissions.

We are the owner or licensee of all intellectual property rights in the site, including any databases that hold relevant information about the App, the site and its services. They are protected by copyright or trademark registration and you may only use any our services in line with these terms.

15. PARTNERS’ RATING

You accept that we encourage customers to rate their experience via the Fitu’s in-app rating system. Customers will leave a review for a Partner after they complete a workout or attend an event, which may entail feedback on the event organiser’s skills, competence, behaviour, etc.

Whilst we are not obliged to verify the accuracy of such reviews, Fitu reserves the right to terminate the agreement of any Partner that either receives three consecutive negative reviews, at our discretion, or drops below a threshold of 60% of positive reviews.

We also reserve the right to terminate and cease any relationship with a Partner where customers bring complaints that we reasonably deem detrimental to our business and reputation.

16. DISPUTES

Whilst we are not party to the transaction, we may try to help users resolve disputes.

Where a customer and an event organiser are unable to resolve a dispute resulting from a transaction that occurred on the platform, they may resort to us by contacting us at [email protected].

For the avoidance of doubt, we have no obligation to resolve disputes and will consider to do so in our sole discretion and based solely on our policies.

You release us and our directors, officers, employees and representatives from any and all claims, demands, damages, including consequential loss of every kind and nature arising out of or in any way connected with disputes between buyers and producers or external parties.

17. COMMUNICATION BETWEEN USERS

You may not communicate directly with our customers, unless we agree to it in writing. This includes but is not limited to promotional leaflets that you give out at your events, promotional emails, including email signatures or footers with marketing messages, and order acknowledgement or dispatch emails. All communications must go through us.

You hereby further agree that in the event any of our customers contacts you directly, outside the platform, you shall notify us immediately by emailing [email protected]. Failure to adhere to the obligations in this paragraph shall constitute a breach of these Terms and shall lead to the temporary or permanent suspension of our service to you, disablement of your account and ceasing of all your activities on the site for an indefinite period.

18. DATA PROTECTION

In the course of our operation we collect data from users in line with our Privacy Policy. You accept that your data may be shared with customers for the sole purpose of accessing your contents and enabling them to attend your event.

Please review our Privacy Policy in full for details on how we use personal data: you undertake to treat our customer's data with at least the same levels of security measures and to submit your own privacy policy for them to review when they are prompted to accept your Terms and Conditions in Fitu's check out process.

You are responsible for all data transferred from your systems to our website and services and shall bear all liabilities in any way connected to such data and content.

You shall indemnify and hold Fitu harmless against any personal data breach claims brought against Fitu in connection with this Agreement.

19. LIMITS OF WARRANTIES AND LIABILITIES

We do not represent or warrant that the information provided by platform users is accurate or complete. Fitu shall not bear any direct or indirect liability for any damage or loss arising or relating to any use or reliance on any information displayed on the Site or App.

You should not rely solely on the information presented on the Site or App. We recommend that you contact us directly at [email protected] in case you have a specific concern or question.

We shall not limit or exclude our liability for:

• death or personal injury;
• fraud or fraudulent misrepresentation; or
• any act, omission or matter, liability for which may not be excluded or limited under any Applicable Law.

We shall not be liable to you for any indirect, special or consequential loss or damage, including:

• loss of profit;
• loss of goodwill;
• loss of savings; or
• loss of contract.

We also exclude, but only as far as legally possible, all terms and warranties or promises implied by law or by statute.

Fitu will use reasonable skill and care in maintaining the availability of the Site and App to Event organisers and Customers but does not accept any liability for any interruptions, whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance.

Although we try to ensure our site works seamlessly and without errors, we do not warrant that your use of our site will be uninterrupted. We are not responsible for any loss or damage you may suffer resulting from any interruptions, although we will use our best endeavours to rectify any issues you encounter as soon as possible.

Any duty of care owed to you by us is owed to you alone and no duty of care is owed to any third party and we do not assume any responsibility to any third party in respect of the performance of our duties to you.

20. TERMINATION

We will monitor your performance and may reasonably request further information about you or your business activities from time to time. We reserve the right to suspend or terminate your account if you fail to provide us with such information, or if your business conduct or use of the service is detrimental to the quality of the platform in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability or otherwise harmful to our business operation or abusive to buyers.

We reserve the right to suspend or terminate your account if you are in breach of these Terms of Service without notice.

You agree that Fitu, at its sole discretion, may terminate, deactivate and / or suspend any account you may have with us or your use of our site and remove all or any part of your account or any content that you upload.

We may also discontinue, modify or amend any aspect, feature or policy that is on our Site or App. Fitu may at its sole discretion and at any time stop providing access to the Site, or any part of it, with or without notice and Fitu will not be liable to you or any third party for any such termination of access.

Copyright infringing activities are illegal and we reserve the right to terminate any access to our Site or App and remove all content submitted by anyone who is found to be an infringer. Any suspected fraudulent, abusive, or illegal activity may also be referred to appropriate law enforcement bodies. These remedies are in addition to any other remedies that we may have at law.

21. FORCE MAJEURE

We will not be liable for any failure or delay to perform any of our obligations under a contract for a digital product that is caused by events outside our reasonable control.

22. COMPUTER OFFENCES

If you do anything which is a criminal offence under the Computer Misuse Act 1990 (such as for example introducing viruses, worms, Trojans and other technologically harmful or damaging material) your right to use the site will end immediately, we will report you to the relevant authorities and provide them with details of your identity. You must not try to obtain access to our server or any connected database or make any 'attack' on the site.

23. OUR RELATIONSHIP

Nothing in this Agreement shall be construed to create an agency, partnership or joint venture between the parties.

24. JURISDICTION

This agreement shall be governed by and construed in accordance with the laws of England and Wales. Any matters arising in connection to this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

25. COMPLAINTS

If you have any questions or a complaint about the service provided by us please contact [email protected] to make your complaint.