TERMS AND CONDITIONS OF BUSINESS OF Jessica Pilates Limited
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
Company details.Jessica Pilates Limited (company number 09764495) is a company registered in England and Wales and our registered office is at 49 Poltimore Road, Guildford, Surrey GU2 7PN. Our VAT number 280 4756 89. We operate the website www.jessicapilates.co.uk.
Contacting us.To contact us telephone our customer service team at07789 176416 or firstname.lastname@example.org.How to give us formal notice of any matter under the Contract is set out in clause 2.
Our contract with you
Our contract.These terms and conditions (Terms) apply to the order by you and supply of a subscription by us to you (Contract) during the Initial Term and under each Extended Term (which together constitute theContract Period). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Entire agreement.The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
These Terms and the Contract are made only in the English language.
Placing an order and its acceptance
Placing your order.Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the subscription service specified in the order (Subscription) subject to these Terms.
Acknowledging receipt of your order.After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.
Accepting your order.Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to the Subscription confirmed in the Order Confirmation.
If we cannot accept your order.If we are unable to supply you with the Subscription for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Subscription, we will refund you the full amount.
Term and Termination of the Contract
Start of the contract.The Contract will be effective from the date on which we communicate our acceptance of your order, in accordance with clause 3.
Renewal. Unless terminated earlier in accordance with this clause 4, the Contract shall continue for a period of 1 month from the Commencement Date (Initial Term) and shall automatically extend for a further period of 11 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 1 month before the end of the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
Right for either of us to terminate.Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (b) to clause (h) (inclusive); or
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Right for us to terminate.Without limiting any of our other rights, we may suspend the Subscription, or terminate the Contract with immediate effect by giving written notice to you if:
you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
you fail to pay any amount due under the Contract on the due date for payment;
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
Termination of the Contract in accordance with this clause 4 will not affect your or our rights and remedies that have accrued as at the date of termination.
On termination of the Contract by you pursuant to clause 4.2, all aspects of the Subscription and related services shall terminate immediately on the expiry of the Initial Period or Extended Term, as applicable. On expiry or termination of this agreement pursuant to clause 4.3, all provisions of the Contract shall cease to have effect, except that any provision of the Terms that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
The subscription we provide, We provide a subscription service providing access to our online resource which contains digital content for the purpose of training (Subscribed Content).
Descriptions and illustrations.Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the Subscribed Content described in them. They will not form part of the Contract or have any contractual force.
Reasonable care and skill.We warrant to you that the Subscribed Content will be provided using reasonable care and skill. However, Subscribed Content does not constitute legal advice and is provided for information purposes only.
Time for performance.We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to provide Subscribed Content by such dates will not give you the right to terminate the Contract.
Updates to Subscribed Content.We may update or require you to update the Subscribed Content, provided that the Subscribed Content shall always match the description of it that we provided to you before you subscribed to it.
It is your responsibility to ensure that:
the terms of your order are complete and accurate;
you co-operate with us in all matters relating to the Subscription and the Subscribed Content;
you provide us with such information and materials we may reasonably require in order to provide access to the Subscribed Content, and ensure that such information is complete and accurate in all material respects; and
you obtain and maintain all necessary licences, permissions and consents which may be required for you to access the Subscribed Content.
If you fail to fulfil any obligation listed in clause 1 (Your Default):
we will be entitled to suspend access to the Subscription until you remedy Your Default, and to rely on Your Default to relieve us from providing the Subscription, in each case to the extent Your Default prevents or delays providing the Subscription. In certain circumstances Your Default may entitle us to terminate the contract under clause 4;
we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the Subscription; and
it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
In consideration of us providing the Subscription you must pay our charges (Charges) in accordance with this clause 7.
The Charges are the prices quoted on our site at the time you submit your order.
We take all reasonable care to ensure that the prices stated for the Subscription are correct at the time when the relevant information was entered into the system. However, please see clause 6 for what happens if we discover an error in the price of the Subscription you ordered.
Our Charges may change from time to time. Such changes will not affect the Initial Term of Extended Term, as applicable, that has already commenced and that you have already paid for. We will notify you in writing where the Charges have changed and will affect your next Extended Period.
Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Subscription you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
It is always possible that, despite our reasonable efforts, our site may contain an incorrect price. If the correct price for the Subscription is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Subscription at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Subscription and refund you any sums you have paid.
How to pay
Payment for the Subscription is in advance via PayPal. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.
Your designated bank account will be charged automatically each month and you will receive monthly invoices in accordance with your PayPal subscription preferences.
If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 4, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3 will accrue each day at 4% per annum above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Delivery and use of the Subscribed Content
When we will provide the Subscribed Content. During the order process we will let you know when we will provide you with access to the Subscribed Content. We will allow you access to the Subscribed Content until you end the contract pursuant to clause 2 or until the Contract is terminated pursuant to clauses 4.3.
How the access will be provided.Access to the Subscribed Content will be provided to you by way of user name and an access password. It is your responsibility to keep your user name and password confidential.
Reasons we may suspend your access to the Subscribed Content.We may have to suspend your access to content in order to:
deal with technical problems or make minor technical changes;
update the product to reflect changes in relevant laws and regulatory requirements;
make changes to the Subscribed Content as notified by us to you (see clause 5.).
Unauthorised Use. You will be responsible for all actions and conduct which occurs in relation to the Subscribed Content following access obtained with your user name and password. You must notify us immediately of any unauthorised use of your user name or password as you become aware of such use and we shall be entitled to disable your account in the interests of securing the Subscribed Content, our site and your Subscription. In such circumstances, you will be issued with e new user name and password in order to access the Subscribed Content.
If a problem arises or you are dissatisfied with the Subscription, contact our customer service team at07789 176416or email@example.com.
Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Subscription and the Subscribed Content will be owned by us.
We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Contract Period to copy the Subscribed Content specified in your order for the purpose of receiving and using it for the purposes of training within your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 2 to any third party.
How we may use your personal information
We will use any personal information you provide to us to:
provide the Subscribed Content;
process your payment for the Subscription; and
inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in the Contract limits or excludes our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Subscription Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to clause 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
any indirect or consequential loss.
Subject to clause 1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract for the Initial Term or Extended Term, as applicable.
Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Subscription. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms and Conditions of Use, viewable at ‘Information’. This clause 13 will survive termination of the Contract.
We each undertake that we will not at any time, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.
We each may disclose the other’s confidential information:
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Events Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Subscription with you after the Event Outside Our Control is over.
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Subscription up to the date of the occurrence of the Event Outside Our Control.
Communications between us
When we refer to “in writing” in these Terms, this includes email.
Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
if delivered personally, on signature of a delivery receipt;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
if sent by email, at 9.00 am the next working day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
Assignment and transfer.
We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Third party rights.The Contract is between you and us. No other person has any rights to enforce any of its terms.
Governing law and jurisdiction.The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.