SupaClass Listing Terms & Conditions
The terms and conditions set out below apply to the listing of the class information on the Supaclass Platform, and apply between the ‘Service Provider’ agreeing to these terms and Supaclass. Please review the terms and conditions carefully, paying particular attention to the following:
Condition 12 which contains a number of disclaimers in respect of the Supaclass listing service
Condition 13 under which Supaclass limits its liability to the Service Provider.
Condition 16 under which the Service Provider grants to Supaclass rights to refer to it and use its branding to promote Supaclass.
Supaclass.com is a listing service for circus-related and other fitness training providers that helps potential customers more easily inform themselves about, and engage with, the Service Provider.
THE PARTIES AGREE: as follows:
In this Agreement, unless the context otherwise requires:
means the agreement constituted by Service Provider’s acceptance of these Terms and Conditions;
means an order placed by a Customer with the Service Provider for the provision of fitness training services;
means these terms and conditions;
means a user of the Supaclass Platform;
means any review, comment or other contribution of any Customer on the Supaclass Platform, including on the Service Provider Listing.
Force Majeure Event
means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under this Agreement, but inability to pay is not a Force Majeure Event;
Intellectual Property Rights
means copyright, patents, knowhow, trade secrets, trade marks, trade names, design right, get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights;
means the online form containing details of the Service Provider’s subscription to the Service;
means any Service Charge notified by Supaclass to the Service Provider;
means the company, partnership or sole trader agreeing to these terms;
Service Provider Guide
means any manual or user guide supplied by Supaclass containing operating procedures and other instructive information in respect of the use of the Services (as amended from time to time);
Service Provider Content
means any material or information provided by the Service Provider in or for the Service Provider Listing;
Service Provider Listing
means the portion of the Supaclass Platform which is used by Customers to learn more about the Service Provider, and to read and make reviews of their experience with the Service Provider;
means access to various services available by means of the Supaclass.com website, which may include: submission and listing of Service Provider Listings; receiving
messages from potential Customers; and any ‘dashboard’ function provided by Supaclass at its discretion from time to time.
the date of acceptance of the Service Provider’s acceptance of these terms;
means Connects Design Ltd, a company registered in England and Wales under company number 09908960 whose registered office is at First Floor, Telecom House, 125-135 Preston Road, Brighton, England, BN1 6AF;
the website made available by Supaclass at www.supaclass.com or any substitute or replacement for it notified to the Service Provider, and any ‘Supaclass’-branded mobile application operated by Supaclass;
The Supaclass Service
Supaclass is a directory and messaging service through which Customers can view details of listed Service Providers and their services. Supaclass, on behalf of the Service Provider, promotes the Service Provider’s services. No contract exists between Supaclass and the Service Provider, or Supaclass and the Customer, for the provision of any of the Service Provider’s services. All arrangements for the fulfilment of any booking for services or order for services are solely between the Service Provider and the Customer.
Subject to the Service Provider’s meeting its obligations under these Terms, the Service Provider is granted the right to use the Service in accordance with the terms of this Agreement.
Supaclass shall provide the Service to the Service Provider in accordance with the terms of this Agreement.
Supaclass hereby grants the Service Provider a non-exclusive, non-transferable licence to use the Supaclass Platform solely for the purpose of accessing and using the Service in accordance with the terms of this Agreement and for no other purpose whatsoever.
Supaclass reserves the right, without liability, to reject or remove from the Service Provider Listing any Service Provider Content which does not meet the terms of this Agreement or at Supaclass’ sole discretion. In the event of complaints from Customers in respect of any Booking, Supaclass may suspend access to the Services and display of the Service Provider Listing until such time as the issue is resolved to Supaclass’ satisfaction.
Supaclass may redesign the Supaclass Platform at its sole discretion at any time.
All Customer Submissions are provided by Customers, not by Supaclass. Supaclass cannot reasonably verify the accuracy of each one. Supaclass therefore takes no responsibility and assumes no liability for any Customer Submission. Supaclass is not responsible for any mistakes, defamation, omissions which the Service Provider or its staff may encounter, or for any infringement of intellectual property rights by any Customer Submission. If you consider that any Customer Submission is defamatory of the Service Provider or any individual, or infringes their rights in any way, please contact Supaclass at [email protected].
Supaclass is not involved in transactions between Customers and Service Providers. In respect of any dispute arising between Customer and the Service Provider, the Service Provider releases Supaclass (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Supaclass is currently provided free of charge to Service Providers. In future, Service Provider may introduce a range of paid-for services which you may or may not choose to use, at your option. To be clear, by agreeing with these terms you are not obliged to contracting with us for any paid-for services. .
Supaclass and the Service Provider will each take all necessary measures to comply with such security measures in relation to the Service notified by Supaclass from time to time to the Service Provider. The Service Provider will take all necessary measures to ensure that each staff member accessing the Service directly or indirectly complies with any such security measures.
The Service Provider will be responsible for maintaining the security of any passwords or usernames issued to it in respect of the Service.
Each Party will co-operate with any investigation relating to security that is carried out by or on behalf of Supaclass.
Obligations of the Service Provider
The Service Provider undertakes in favour of Supaclass as follows:
not to resell, re-market or otherwise distribute any portion of the Service or offer the Service to others;
to be solely responsible for any Service Provider Content submitted by the Service Provider in connection with the Service;
to be responsible for, and at its own cost:
obtaining and maintaining all necessary permissions, consents and licences to enabling the Service Provider to use the Service and submit the Service Provider Content;
comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the Service Provider’s use and access of the Service.
to take all necessary precautions to ensure that Service Provider Content supplied is:
honest, accurate, truthful; and
is free from viruses or other malware;
ensure that in its use of the Service to respond to comments from Customers it maintains a civil, courteous manner;
use the Service in accordance with any applicable law, and in a manner which does not interfere with, disturb, or disrupt the Services, or Supaclass’ equipment, as determined by Supaclass in its sole discretion; and
at all times promote the Supaclass Platform in the Service Provider premises by means of promotional materials provided by Supaclass.
The Service Provider shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which the Service Provider is required to obtain.
The Service Provider shall maintain procedures to facilitate reconstruction of any lost Service Provider Content and the Service Provider agrees that Supaclass will not be liable under any circumstances for any consequences arising from lost or corrupted Service Provider Content or files which would not have been lost if such procedures had been maintained.
The Service Provider is solely responsible for carrying out all necessary back up procedures for its own benefit to ensure that Service Provider Content integrity can be maintained in the event of loss of Service Provider Content for any reason.
The Service Provider shall defend, indemnify and hold harmless Supaclass against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Service Provider’s use of the Services.
The Service Provider shall ensure that none of the following are included in any Service Provider Content: (a) any items prohibited by applicable laws or regulatory requirements; (b) any item that infringes the intellectual property rights or other rights of any person; or (c) any material that is offensive, intimidatory, defamatory, obscene, blasphemous, profane or otherwise objectionable.
The Service Provider shall not, and shall ensure that no member of its staff or their families, shall not, interact with the Supaclass Platform as a Customer, including posting a review of the Service Provider or any other Service Provider.
The Service Provider shall not pay or incentivise any Customer in any way to post a positive Customer Submission, including by means of any discount on services available from the Service Provider or elsewhere.
The Service Provider shall not pressure, intimidate or harass any Customer on the basis of their interaction with the Supaclass Platform, including any negative reviews.
The Services are intended to be used for the promotion of fitness training services. The Service Provider shall not use the Services to promote or sell or make available any medicine, medical device, medical product or medical service, or any product or service for which promotion or marketing requires any regulatory licence or consent. The Service Provider acknowledges that these items are highly regulated and can only be promoted with appropriate authorisations and approvals, which have not been sought by Supaclass.
Compliance with laws; Consumer Contracts Regulations
The Service Provider agrees to comply with all applicable laws in relation to its activities using the Service, and its sales of services to Customers. Without limitation, the Service Provider shall comply at all times with the information and right of cancellation requirements in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Regulations”).
Service Provider Status as Independent Contractor
The Service Provider is solely responsible for providing any materials and expertise necessary to meet his/her obligations under any Booking.
Nothing in the Agreement shall prevent the Service Provider from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during or after this Agreement.
Supaclass will not be liable for any tax or withholding, including but not limited to National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a Customer’s use of a Service Provider’s services.
The Service Provider alone is responsible for setting the level of his/her charges applicable to Bookings and may change them at any time in respect of any future Bookings.
The Service Provider agrees that it is responsible for his/her own accounting and tax affairs and that it will indemnify and hold Supaclass entirely harmless from any claims from HMRC or any other body in respect of any tax or National Insurance payable in respect of any Booking.
The Service Provider shall maintain in force during this Agreement (and for a period of 12 months following it) full and comprehensive professional indemnity and public liability insurance policies with a reputable insurer with a per incident cover of not less than GBP1,000,000. The Service Provider shall on request supply to Supaclass copies of such insurance policies and evidence that the relevant premiums have been paid.
Service Provider Content Intellectual Property Rights
All Intellectual Property Rights in the Service Provider Content, all amendments or additions to the Service Provider Content made by the Service Provider, and databases and other compilations including any of such, belong to the Service Provider.
The Service Provider grants Supaclass a licence to use, edit, create databases from, copy and store the Service Provider Content for the purposes of the Service, and for the purposes of any promotion of the Supaclass Platform or any other Supaclass services, including emails to Customers.
The Service Provider hereby permits Supaclass to bid on internet search keyword terms (including Google Adwords) and make use of search engine optimisation services and similar services that embody, incorporate or quote (in whole or part) the trading name of it or any brands used in connection with the Service Provider.
Without limitation on clause 5.5, the Service Provider shall indemnify Supaclass against any losses, claims, damages, costs or expenses arising out of any claim by or on behalf of any third party that the use, reproduction or display of any Service Provider Content on the Supaclass Platform infringes the intellectual property rights or any proprietary right of such third party.
This Agreement commences on the Start Date and may be terminated at any time by either party by notice sent by email.
Supaclass Intellectual Property Rights
Apart from Service Provider Content, the Service Provider acknowledges that all Intellectual Property Rights in the Service including the Supaclass Platform, the Service Provider Listing, the Service Provider Guide and all related materials as between Supaclass and the Service Provider are and shall at all times remain the property of Supaclass or its licensors. No rights to or property in the Service shall pass to the Service Provider. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the Service Provider.
IMPORTANT – Disclaimers
Supaclass does not warrant that the Service Provider’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Service Provider through the Services will meet the Service Provider’s requirements; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Service Provider acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Supaclass makes no warranties, as to the number of Customers using the Supaclass Platform or pages displayed on the Supaclass Platform or the functionality, performance, or response times of the Supaclass Platform.
Except as expressly and specifically provided in this Agreement:
the Service Provider assumes sole responsibility for results obtained from the use of the Services by the Service Provider, and for conclusions drawn from such use. Supaclass shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Supaclass by the Service Provider in connection with the Services, or any actions taken by Supaclass at the Service Provider’s direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
the Services are provided to the Service Provider on an “as is” basis.
IMPORTANT – LIMITATION OF LIABILITY OF SUPACLASS TO SERVICE PROVIDER
This Condition 13 sets out the entire financial liability of Supaclass (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Service Provider:
arising under or in connection with this Agreement;
in respect of any use made by the Service Provider of the Supaclass Platform or any part of it; and
in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Nothing in this Agreement excludes the liability of Supaclass:
for death or personal injury caused by Supaclass’ negligence; or
for fraud or fraudulent misrepresentation.
Subject to Condition 13.2:
Supaclass shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
Supaclass’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of £100 and the total Service Charges paid for the Service during the 12 months immediately preceding the date on which the claim arose.
Each Party shall keep confidential all information of the other party relating to the or the business of the other Party.. The provisions of this Condition shall not apply to:
any information which was in the public domain at the date of this Agreement;
any information which comes into the public domain subsequently other than as a consequence of any breach of this or any related agreement;
any disclosure required by law or a competent authority or otherwise by the provisions of this Agreement; or
any Service Provider Content.
The foregoing confidentiality obligations shall remain in full force and effect notwithstanding the expiry or earlier termination of this Agreement.
Supaclass shall have no liability to the Service Provider under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Supaclass or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the Service Provider is notified of such an event and its expected duration.
The Service Provider hereby grants Supaclass permission to publicise the fact that it is a Service Provider Listing user of Supaclass, including in a press release or on social media and the Service Provider hereby grants to Supaclass a non-exclusive, worldwide, royalty-free licence to use and reproduce any trade mark or logo of the Service Provider comprised in any Service Provider Content, on any medium (including its social media accounts) for the purpose of promoting the Supaclass Platform.
Compliance with law
Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.
The Parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
Provisions which by their terms or intent are to survive termination of this Agreement will do so.
Each Party will, at its own cost, do all further acts and execute all further documents which may be necessary to give full effect to this Agreement.
Each Party recognises that its breach or threatened breach of this Agreement may cause the other irreparable harm, and that the other may therefore be entitled to injunctive or other equitable relief.
Rights of third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.
This Agreement 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 this Agreement or its subject matter or formation.
Supaclass may revise the terms of the Agreement at any time by notifying the Service Provider. The Service Provider acknowledges that the changes are binding on the Service Provider from the date that they are made. If the variation is to the Service Provider’s material detriment, Supaclass will give the Service Provider thirty (30) days’ prior notice of such variation. Within fourteen (14) days of such notification the Service Provider may give Supaclass not less than fourteen (14) days’ written notice to terminate the Agreement. If the Service Provider does not terminate in such period, the Service Provider is deemed to have accepted the changes.
This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.
Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement. The only remedy available to either Party in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement.
Nothing in this Agreement shall operate to exclude any liability for fraud.
SupaClass Listing Terms & Conditions