Terms and Conditions
These Terms and Conditions are the standard terms that apply to all online fitness Services provided by us, V1ntage Limited, a company registered in England and Wales under number 07094218, whose registered office address is at 19 Babylon Lane, Anderton, Chorley, England, PR6 9NR (“the Company”).
1. Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means the Account you create upon the purchase of the Sessions.
“Client” means the individual or business ordering the online fitness Services;
“Contract” means the legally binding agreement formed as detailed in clause 2 for our provision of the Services, which constitutes our entire scope of works and will incorporate and be subject to these Terms and Conditions;
“Content” means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of our Website or in any fitness module;
“Services” means the online fitness to be carried out by us as detailed on our Website;
“Session” means the on-line paid content videos, the subject of the Agreement;
“Website” means https://druhmacademy.co.uk/ - Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “we”, “us” and “our” is a reference to the Company and includes our employees, subcontractors and agents;
- “you” and “your” is a reference to the Client and includes your employees, subcontractors and agents;
- “writing” and “written” includes emails and similar communications;
- a statute or a provision of a statute is a reference to that statute or provision as may be amended or re-enacted at the relevant time;
- “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
- a clause is a reference to a clause of these Terms & Conditions;
- a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
- Words imparting the singular number shall include the plural and vice versa. References to persons shall include corporations.
2. The Contract
- These Terms and Conditions govern the sale of all online fitness Services by us and will form the basis of the Contract between you and us. If you wish to place an order with us, our Website will guide to book the Session you wish to purchase. By placing an order, you warrant that you are legally capable of entering into binding contracts.
- Signing up on our Website, creates a legally binding Contract between us and you and includes the acceptance of these Terms and Conditions, which will apply between us.
- The paid content will be available to you immediately when we send you our order confirmation and will continue to be available for the duration of your subscription (including any renewals), or until you end the Contract. When you place your order, you will be required to expressly acknowledge that you wish the paid content to be made available to you immediately. You will also be required to expressly acknowledge that by accessing (e.g. streaming) the paid content, you will lose your legal right to cancel if you change your mind (the “cooling-off period”). Please see clause 6.1 for more information.
- We do not warrant that your use of our Website will be uninterrupted or error-free; nor that our Website, and/or the information obtained by you from the Website will meet your requirements.
- In some circumstances, we may need to suspend access to the paid content (in full or in part) to fix technical problems, to make necessary changes, to update the content to comply with relevant changes in the law or other regulatory requirements, or to make more significant changes to the paid content. If we need to make more significant changes, we will inform you at least 30 days before the changes are due to take effect. If you do not agree to the changes, you may cancel the Contract as described in clause 8.2.
- If we need to suspend availability of the paid content for any of the reasons set out in clause 4.3, we will inform you in advance (or as soon as possible, if we need to suspend availability for urgent or emergency reasons) and explain why this is necessary. If this occurs, your subscription will be extended by a period equivalent to the length of the suspension (unless the period of suspension is less than 5 days). If the suspension lasts (or we tell you that it is going to last) for more than 14 days, you may end the Contract as described below in clause 8.1.
3. Your Account
- In order to place an order via the Website, you shall be required to create an Account, which will contain certain personal details about you. By continuing to use this Website, you represent and warrant that all information you submit is accurate and truthful, you have permission to submit payment information where permission may be required, and you will keep your Account details accurate and up-to-date.
- Sharing of Accounts is not permitted unless we expressly authorise this in writing. You are required to keep your Account details confidential and must not reveal your username and password to anyone. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser. We also recommend the password you choose is strong and secure, containing a combination of letters, numbers and symbols, and is changed regularly.
- Information and restrictions on the use of the Website and your Account is detailed in the policies available on the Website.
Fees and Payment
- The price payable for use of the paid content is as stated on our Website. Payment must be made before the content will become available to you. You will be asked to complete your details and make payment via the Website. Once payment is received, the paid content will become accessible to you for the initial term and any subsequent renewed term.
- You can choose to pay for 1, 6 or 12 month(s) of access to the paid content. The subscription will then continue on a recurring basis, for the same duration as the initial term. You can cancel the subscription at any time before the end of the minimum term but please allow 48 hours before the renewal date to allow for processing of the cancellation.
- All payments made via the Website will go through an online payment gateway provider, such as PayPal or Stripe. No credit or debit card information is provided to us and completion of the transaction will be subject to you agreeing to this payment gateway provider’s terms and conditions. A separate contractual relationship is created between you and the payment gateway provider and we cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by this third party.
- We may from time to time change our prices. Changes in price will not affect any Services that you have already purchased but will apply to any subsequent subscription renewals or new subscriptions. We will inform you of any change in price at least 30 days before the change is due to take effect.
- All prices include VAT, where applicable. If the rate of VAT changes between your order being placed and us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
5. Termination
- Either Party has the right to terminate the Services immediately if the other Party:
- has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
- goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
- Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 8 on a pro-rata basis.
6. Consumer Rights
- If you are a consumer in the European Union, you have a legal right to a “cooling-off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund. However, this does not apply to digital content where you have immediate access to the content.
- By law, we must provide Services that are of satisfactory quality, fit for purpose and as described. If any Services you have purchased do not comply, please contact us as soon as reasonably possible to inform us of the problem.
- If the paid content has faults, you are entitled to request we fix the problem. If we cannot fix the problem, or if it has not been (or cannot be) fixed within a reasonable time and without significant inconvenience to you, you may be entitled to a full or partial refund. Please note that we will not be liable if we informed you of the fault(s) or other problems with particular paid content before you accessed it and it is that same issue that has now caused the problem (for example, if the paid content in question is an alpha or beta version and we warned you that it may contain faults), or if you purchased the paid content for an unsuitable purpose that is not obvious or made known to us and the problem resulted from your use of the paid content for that purpose.
7. Liability and Indemnity
- Nothing in the Contract or these Terms and Conditions seeks to limit or exclude our liability in respect of death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability which cannot lawfully be excluded or limited.
- Except as provided in clause 7.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.
- We accept no liability for any of the following:
- Any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, and goodwill or commercial opportunities.
- Loss or corruption of any data, database or software;
- Any special, indirect or consequential loss or damage.
- All warranties or conditions whether express or implied by law are expressly excluded to the fullest extent permitted by law.
- In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, shall not exceed the total fees paid by you under the Contract in respect to the paid online content.
- You will indemnify and hold us harmless from and against any and all claims, costs and liabilities howsoever arising out of or in respect of the performance by you of your obligations under the Contract if and to the extent that such losses, costs, damages and expenses are caused or are contributed to by your negligent acts or omissions or those of any persons for which you are otherwise liable.
8. Intellectual Property
- Subject to a written agreement to the contrary, we reserve all intellectual property rights which may subsist in the content included on our Website We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights. By continuing to use the Website, you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting any license or right to use any intellectual property displayed on the site without the owner’s prior permission.
- You may, for your own personal, non-commercial use only, do the following:
- Retrieve, display and view the Content on a computer screen;
- Print the Content for your own personal use.
- You must not otherwise reproduce, modify, copy, distribute or use for any commercial purposes any Content without the written permission of us.
- You must immediately bring to our attention any infringement or suspected infringement of any of the intellectual property rights licensed to you of which you are aware and at our request, you will take such action or assist usin taking such action as we may deem appropriate to protect the intellectual property rights.
9. Confidentiality
- Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under the Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless required by law or unless so authorised by the other Party in writing.
10. Data Protection
- All personal information that we may collect will be collected, used and held in accordance with the provisions of the Data Protection Act 2018 and the General Data Protection Regulation 2016 (“GDPR”) and any subsequent amendments to it.
- You agree that you will also comply with the GDPR at all times. In particular, if you are passing us or allowing us access to the personal data of any third party, you warrant that you have obtained permission from those third parties for us to access their data. We will only use it to perform our obligations under the Contract and will not use it for any other purpose.
- Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference.
11. Relationship of the Parties
- Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
- Nothing in the Contract will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.
12. Force Majeure:
Neither Party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
13. Assignment and Sub-Contracting
- You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.
- We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract, without obtaining your prior consent.
14. Waiver:
No failure or delay by either Party in exercising any of its rights under the Contractshall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
15. Entire Agreement:
These Terms and Conditions and the Contract constitute the whole agreement between the parties and supersede all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract.
16. Third party rights:
No part of the Contractis intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
17. Notices:
Notices will be deemed to have been duly received and properly served 24 hours after an email is sent. Any notices that are sent regarding rearranging or cancelling a Session must only be sent via email. In proving the service of any notice, it will be sufficient to prove that it was sent to the specified email address of the addressee. Communicating in any other way will be deemed to have not been received.
18. Severance:
In the event that one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
19. Law and Jurisdiction
- These Terms and Conditions and the Contract between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
- Any dispute, controversy, proceedings or claim between you and us relating to the Contractor these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.