The Bridal PT: Terms & Conditions of Service
1) KIRSTY VICTORIA (THE BRIDAL PT) is a business operated by Kirsty Armstrong (a sole trader) in England and Wales whose address is at Unit 21806, PO Box 6945, London, W1A 6US (the “Bridal PT” / “we” / “us”); and 2) You are the CLIENT who has engaged us to perform Services (the “Client” / “you”).
- Definitions and Interpretation 1.1. The definitions and rules of interpretation in this clause apply in these Terms & Conditions of Service
(“Agreement”): Client Materials: all information, text, photos and other materials provided by you to us for use in the provision of the Services; Data Protection Laws: means the General Data Protection Regulation 2016/679 (GDPR) as amended, replaced or superseded from time to time, and to the extent applicable, the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws; Deliverables: all text, data and reports developed or provided by the Bridal PT to you in relation to the Services in any media, including work-out plans, nutrition programmes and e-books. Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Services: the services to be provided by the Bridal PT to the Client under this Agreement. This can include the provision of coaching / training sessions (either online or in person), providing work-out plans and nutrition programmes as part of any relevant Package and the sale of ebooks through the Bridal PT website.
1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include
the singular. 1.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from
time to time, and includes any subordinate legislation for the time being in force made under it. 1.4. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and
shall not limit the sense of the words preceding those terms. 1.5. Clause headings are for reference purposes only and shall not affect the interpretation of the clause. 1.6. Time shall not be ‘of the essence’ for the performance of the Services 1.7. A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
- Engagement 2.1. This Agreement shall: 2.1.1. apply to and be incorporated into any Services purchased by you; and 2.1.2. prevail over any inconsistent terms or conditions contained in, or referred to in, the Client’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. 2.2. In consideration of payment to the Bridal PT of the Fees, the Client engages the Bridal PT under this
Agreement, and the Bridal PT agrees, to provide the Services and provide the agreed Deliverables.
- General Obligations 3.1. We will provide the Services to you using reasonable care and skill. 3.2. You must provide any information required by us promptly upon request. You must keep the information that
we hold on you up to date and promptly notify us of any changes to your health. 3.3. From time to time we may request that you provide us with certain Client Materials or assistance to enable us to fully perform the Services and you agree that this will promptly be provided to us. If we are unable to perform our our obligations to you under this Agreement because we have been prevented or delayed by you, such as your failure You must ensure the accuracy of all such Client Materials or information provided to us. If we are unable to do something requested of you, we will not be liable for any delays which may occur in the provision of the Services.
- Informed Consent 4.1. The training sessions that are to be delivered to you are designed to gradually improve cardiovascular fitness, muscular fitness and flexibility. In doing so it is necessary to work at a higher level of exertion compared to your everyday activity. You may therefore experience quicker breathing, increased heart rate, and increased stress on joints or muscles. You may become hot and sweaty, and experience some short- term muscle soreness on the days following the training. 4.2. All reasonable steps will be taken to ensure that activities are safe and effective, and that the risk of injury is
minimised. If at any time you feel pain or discomfort, stop performing the activity and inform your instructor.
- Fees and Payment
1 1057.518.2 © Cracknell Law 2019
5.1. For any of the following coaching Services, there is a fixed fee which will apply to the applicable package
type that you select (the “Package”). 5.1.1. “8 Week Wedding Dress Transformation” – this is a fixed-term, 8 week programme that, subject to clause 10, automatically ends at the end of the 8 week period and is not capable of prior termination for convenience; 5.1.2. “Bespoke One to One Fitness Coaching” – this is an agreed upon fixed-term, minimum 3 month programme that at the end of the agreed upon fixed-term reverts to a rolling monthly programme, paid in advance in accordance with clause 5.2; and 5.1.3. “Bridal PT Membership” – this is a rolling monthly programme. 5.2. You must make payment for the Package before we will commence the provision of the coaching Services
or therefore the next phase of coaching Services begins (as applicable). 5.3. The fees for any e-books must be paid prior to the e-book being made available to you. 5.4. We accept payment by card via Stripe.
You will not be entitled to set-off, counterclaim, deduct or withhold payment under this Agreement. 5.5. If you do not pay an invoice issued to you by the relevant due date, we reserve the right to take the
following actions: 5.5.1. charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or 5.5.2. suspending the Services we provide to you. 5.6. We may set-off any liability that you may have to us against any liability that we may have to you.
- Intellectual Property Rights 6.1. You hereby grant the Bridal PT a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Client Materials solely for use in the provision of the Services and the creation and use of the Deliverables. 6.2. The Bridal PT warrants, to the best of its knowledge, that the Deliverables (excluding any Client Materials)
and any Third Party Materials contained therein do not infringe any third party Intellectual Property Rights. 6.3. We will retain all Intellectual Property Rights and other rights in the Deliverables. You acknowledge that the Bridal PT and its personnel may use any non-confidential details of the Services and the Deliverables (including sharing any analysis or Service results) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on our website). 6.4. We hereby grant you a non-exclusive, perpetual, irrevocable, non-transferable, royalty-free, worldwide licence to allow you to make reasonable internal use of the Deliverables. The Deliverables may not be shared with any third parties or used for any commercial purposes. 6.5. The Client will indemnify and keep the Bridal PT indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by the Bridal PT arising out of or in connection with any claim: 6.5.1. in relation to the Client Materials infringing a third party’s Intellectual Property Rights; 6.5.2. in relation to the Client Materials’ contents, accuracy or completeness; and/or 6.5.3. for any defamatory, offensive or illegal content, information or materials provided by you either directly or
indirectly to us.
- Confidentiality 7.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”). 7.2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf
of the Disclosing Party, the Disclosing Party and the Receiving Party agree: 7.2.1. to treat the Confidential Information in confidence and to use it only for the purpose of discharging the
Receiving Party’s obligations under this Agreement; 7.2.2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and 7.2.3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information. 7.3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential
Information which: 7.3.1. is in or comes into the public domain in any way without breach of this Agreement by the Receiving
Party or any person or entity to whom it makes disclosure; 7.3.2. the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information; 7.3.3. the Receiving Party obtains or has available from a source other than the Disclosing Party without
breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
2 1057.518.2 © Cracknell Law 2019
7.3.4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or 7.3.5. is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable
law, the Disclosing Party is given as much prior written notice as possible of such request. 7.4. This clause 7 shall survive termination of this Agreement, however arising.
- Liability 9.1. This clause 9 sets out the entire financial liability of each party (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the other party: 9.1.1. arising under or in connection with this Agreement; 9.1.2. in respect of any use made by the Client of the Services, the Deliverables or any part of them; and 9.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising
under or in connection with this Agreement. 9.2. All warranties, conditions and other terms implied by statute or common law are excluded from this
Agreement to the fullest extent permitted by law. 9.3. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or (iii) under any indemnities in this Agreement. 9.4. Subject to clause 9.3:
3 1057.518.2 © Cracknell Law 2019
9.4.1. neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and 9.4.2. each party’s total liability to each other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the fees paid or payable for the duration of the relevant Services provided to the Client by the Bridal PT (up to maximum of 12 months).
- Cancellations 10.1.You do not have the right to cancel any orders for e-books through our website due to the nature of the
digital content. All e-books are non-refundable. 10.2.Subject to clause 10.1, you have the right to cancel the Services within 14 days of this Agreement taking effect (“Cancellation Period”) by notifying us in writing. We like to get started as soon as possible, so you hereby authorise us to provide you with the services during the Cancellation Period (i.e. we won’t wait until after the 14 days before we start working with you). However, if you do want to cancel during the Cancellation Period, we will only charge you for the proportion of the Services provided up to the point of cancellation (which may include the creation of a work-out plan and nutrition plan as these are created on a bespoke based for you). 10.3.If you need to cancel a coaching or training session with less than 24hrs notice it will unfortunately be counted from the month’s sessions as we work closely with our clients meaning time is very precious. In the unlikely event that we need to cancel a session, we’ll provide as much notice as possible and ensure you receive an additional training session at a mutually convenient time.
- Termination 11.1.Subject to clause 10, the following Packages can only be terminated by you for convenience upon you
providing written notice of termination to us in accordance with the following terms: 11.1.1. Bespoke One to One Fitness Coaching: The Package shall commence on the agreed start date and subject to earlier termination or expiry in accordance with the terms of this Agreement, shall continue for an agreed upon initial period of not less than three months (“Bespoke One to One Fitness Coaching Initial Term”) and shall automatically revert to a rolling monthly programme on the same term and termination provisions as the Bridal PT Membership (but for the avoidance of doubt, the fees may be different) unless and until you provide us with written notice (not to take effect until the end of the Bespoke One to One Fitness Coaching Initial Term); 11.1.2. 8 Week Wedding Dress Transformation: The Package is for a 8 week term. The Package shall automatically terminate at the end of this period and not capable of prior termination for convenience; and 11.1.3. Bridal PT Membership: The Package shall commence on the agreed start date and subject to earlier termination or expiry in accordance with the terms of this Agreement, shall continue for an initial period of one month (“Monthly Initial Term”) and shall automatically renew for further one month periods (each a “Monthly Renewal Period”) unless and until you provide us with written notice (not to take effect until the end of the Monthly Initial Term or the end of the then current Monthly Renewal Period). 11.2. All Services are non-refundable (subject to clause 10). 11.3.Without limiting any other rights or remedies, either party may terminate the Agreement with immediate effect by providing written notice to the other (defaulting) party upon, or at any time after, the occurrence of any of the events specified below: 11.3.1. a breach by the defaulting party of its obligations under the Agreement which (if the breach is capable of remedy) the defaulting party has failed to remedy within 14 days after receipt of notice in writing requiring the defaulting party to do so; 11.3.2. an event, including (or similar in nature to) the following: (i) the defaulting party is unable to pay its debts as they fall due; (ii) the defaulting party goes into bankruptcy or liquidation either compulsorily (except for the purpose of restructuring or amalgamation) or voluntarily; or (iii) the defaulting party ceases to carry on its business. 11.4. Subject to clause 10.2, if the Agreement terminates for any reason we shall not have any obligation to repay
any fees paid by you. 11.5. We won’t be liable if we are prevented from, or delayed in, performing our obligations under the Agreement due to any acts, events, omissions or accidents beyond our reasonable control. Where such an event continues for a period of 4 weeks or more, you may immediately terminate the Agreement by providing us with written notice.
- Miscellaneous 12.1.This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. 12.2.It may be necessary for us to update this Agreement and its terms from time to time. If you continue to use the Services after we have informed you of any amendments or additional terms to the Agreement, you will be deemed to have accepted these changes and they will be incorporated into this Agreement. 12.3.Subject to clause 12.2, no variation of this Agreement will be effective unless it is in writing and signed by
both parties. 12.4.Any provision of the Agreement that expressly or by implication is intended to come into or continue in force
on or after termination or expiry of the Agreement shall remain in full force and effect.
4 1057.518.2 © Cracknell Law 2019
12.5.All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s address. It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this Agreement. 12.6.You may not assign this Agreement without our prior written consent. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. 12.7.Nothing in the Agreement is intended to or shall operate to create a partnership between us, or to authorise either party to act as agent for the other, and neither party shall have authority to act on behalf of or otherwise to bind the other in any way. 12.8.No one other than a party to this Agreement shall have any right to enforce any of its terms. 12.9.No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 12.10. If any provision or part-provision of this Agreement 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 to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. 12.11. If you have any issues with our services, please contact us at email@example.com. Please note that the European Commission has established the ODR Platform, which is available at http://ec.europa.eu/ consumers/odr/, as a potential means of resolving disputes. 12.12. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
5 1057.518.2 © Cracknell Law 2019