Terms and Conditions.

These terms and conditions of business apply to access to and use of the Everyday Athlete Hub and the Services provided by the Everyday Athlete Hub Ltd, a company incorporated and registered in England and Wales with company number 17275129 (we, us, our).

By purchasing a Subscription, placing an Order, creating an account, accessing the Services or otherwise using the Services, the Customer and, where applicable, each Authorised User confirms that they have read, understood and agree to be bound by these Conditions together with our Privacy Policy.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Conditions.

Definitions:

Authorised User: an individual who has been granted access to the Services through an Organisation.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the Services. The charges are set out in the Order.

Conditions: these terms and conditions as varied in accordance with clause 12.5.

Confidential Information: information that one party discloses or makes available to the other party (recipient) in connection with the Contract and which would be regarded as confidential by a reasonable business person. It does not include information that the recipient already knew, is or becomes public through no fault of the recipient, is independently developed by the recipient, or is rightfully given to the recipient by a third party without confidentiality obligations.

Contract: the contract between us and the Customer for the supply of Services, comprising the Order and these Conditions.

Customer: the Individual Customer or an Organisation, as applicable.

Customer Default: has the meaning set out in clause 5.8.

Customer Materials: all documents, information, and other materials (whether owned by the Customer or a third party), which are provided by the Customer or Authorised User to us in connection with the Services.

Data Protection Laws: all applicable laws and regulations relating to the protection of personal data and the privacy of individuals.

Effective Date: has the meaning given in clause 2.2.

Individual Customer: an individual who purchases access to the Services for their own personal use.

IPRs: patents, copyright, trade marks, business names and domain names, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and all similar or equivalent rights or forms of protection anywhere in the world.

Licence: a licence granted by us to an Organisation permitting one Authorised User to access and use the Services in accordance with these Conditions, and Licences shall be construed accordingly.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Order: a request for access to the Services submitted by a Customer, whether through the Website, an online registration process, an order form or any other method approved by us.

Organisation: an employer, race organiser, charity or other organisation that has entered into an agreement with us for the provision of access to the Services.

Platform: the online platform known as the "Everyday Athlete Hub" accessible through the Website.

Privacy Policy: our privacy policy available on the Website at Privacy Policy, as amended from time to time.

Services: the health, fitness, wellbeing and performance coaching services, content, resources, programmes and community features made available through the Platform from time to time.

Subscription: the subscription purchased by a Customer under an Order, granting access to the Services and, where the Customer is an Organisation, including the number of Licences available under that subscription.

Website: our website located at https://everydayathletehub.com/ (or such other URL as the we may notify to users from time to time).

1.2 Interpretation

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) includes all subordinate legislation made from time to time under that legislation or legislative provision.

(c) References to include or including are interpreted as being without limitation.

(d) A reference to writing or written includes email but not fax.

2. BASIS OF CONTRACT

2.1 Each Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 We are free to accept or reject each Order at our absolute discretion. An Order will only be deemed to be accepted by us when we confirm acceptance or grant access to the Services or otherwise notify the Customer that the Order has been accepted, at which point and on which date the Contract comes into existence (Effective Date).

2.3 Any descriptions or illustrations contained in our advertising, brochures or other marketing collateral are provided for the sole purpose of giving an approximate idea of the Services and do not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.

2.5 Any quotation given by us does not constitute an offer to enter into a contractual arrangement capable of acceptance by the Customer.

2.6 If there is any conflict or inconsistency between any of the provisions in these Conditions and the provisions of an Order, the provisions of these Conditions prevail.

3. ACCESS TO AND USE OF SERVICES

3.1 Subject to the Customer's compliance with these Conditions, we shall provide the Customer and where applicable the Authorised Users with access to the Services from the Effective Date.

3.2 Access to and use of the Services is restricted to individuals aged 18 years or older. By accessing or using the Services, each Individual Customer and Authorised User confirms that they are at least 18 years of age.

3.3 We may require the Customer and any Authorised User to create an account in order to access all or part of the Services.

3.4 As a condition of accessing the Services, each Authorised User must accept these Conditions and comply with those provisions of these Conditions applicable to Authorised Users.

3.5 Where an Organisation purchases a Subscription, the Organisation shall not permit more Authorised Users to access or use the Services than the number of Licences included within its Subscription.

3.6 We may monitor the number of Authorised Users accessing the Services and may suspend access to the Services, refuse access to additional Authorised Users or require the purchase of additional Licences where the Organisation exceeds the number of Licences included within its Subscription.

3.7 Additional Licences may be purchased by the Organisation at our then-current rates.

3.8 The Customer and each Authorised User shall maintain the confidentiality of their login credentials and promptly notify us of any unauthorised use of their account or login credentials.

3.9 We may suspend, restrict or terminate an Authorised User's access to the Services where the Authorised User breaches any provision of these Conditions applicable to them.

4. SUPPLY OF SERVICES

4.1 We shall supply the Services to the Customer from the Effective Date in accordance with the Contract.

4.2 We shall perform the Services with reasonable care and skill.

4.3 We shall use reasonable endeavours to make the Services available at all times but do not guarantee that access to the Services will be uninterrupted, secure or error-free.

4.4 We may suspend the provision of any Services or modify the specification for any Services if necessary to comply with any applicable law or regulatory requirement. We shall notify the Customer if we do so.

4.5 Where the Services include information about, links to or signposting to races, events or other activities operated by third parties, we do not organise, operate or supervise those events unless expressly stated otherwise. Participation in any such event is subject to the terms and conditions of the relevant event organiser and we shall have no liability to the Customer or Authorised User in that respect.

5. USER OBLIGATIONS

5.1 The Customer and each Authorised User shall:

(a) comply with these Conditions at all times;

(b) provide any information reasonably requested by us in connection with the provision of the Services and ensure that such information is accurate, complete and up to date;

(c) comply with all applicable laws and regulations in connection with their access to and use of the Services;

(d) not use the Services for any unlawful, fraudulent or improper purpose;

(e) not interfere with, disrupt, damage or compromise the security, integrity or operation of the Services;

(f) not copy, distribute, modify, reverse engineer or otherwise exploit any part of the Services except as expressly permitted by these Conditions;

(g) not upload, post, share, transmit or otherwise make available through the Services or the Website any content which:

(i) infringes any IPRs, privacy rights or other rights of any person;

(ii) is unlawful, defamatory, threatening, abusive, discriminatory, fraudulent, misleading, obscene or otherwise objectionable;

(iii) contains any virus, malware or other technologically harmful material; or

(iv) breaches any applicable law or regulation.

5.2 The Customer and each Authorised User warrants that any content uploaded, posted or shared through the Services or the Website by them complies with clause 5.1(g) and shall indemnify us against all Losses arising out of or in connection with any breach of clause 5.1(g).

5.3 The Services may include content relating to health, fitness, wellbeing and physical activity, including coaching, programmes and training guidance. Unless expressly stated otherwise, such content is provided on a general basis and is not tailored to any Individual Customer or Authorised User. Each Individual Customer and Authorised User is solely responsible for assessing their own health and fitness before participating in any activity, programme or training made available through the Services.

5.4 We do not provide medical advice and are not responsible for determining whether an Individual Customer or Authorised User is medically fit or otherwise able to participate in any activity, programme or training made available through the Services.

5.5 We recommend that each Individual Customer and Authorised User seeks advice from an appropriately qualified medical professional before participating in any activity, programme or training made available through the Services.

5.6 We reserve the right to require an Individual Customer or Authorised User to provide a medical certificate or other confirmation from an appropriately qualified medical professional before accessing or participating in certain activities, programmes or training made available through the Services.

5.7 Participation in any activity, programme or training made available through the Services is voluntary and undertaken at the Individual Customer's or Authorised User's own risk, subject always to clause 9.

5.8 To the extent that our performance of any of our obligations under the Contract is prevented or delayed by any act or omission of the Customer or an Authorised User (Customer Default), we shall not be in breach of the Contract nor liable for any Losses incurred by the Customer or the Authorised User as a result of its performance being prevented or delayed.

6. CHARGES AND PAYMENT

6.1 In consideration for the provision of the Services, the Customer shall pay us the Charges in accordance with this clause 6.

6.2 We may increase the Charges:

(a) in the case of an Organisation, with effect from each anniversary of the Effective Date.

(b) in the case of an Individual Customer, from time to time on giving not less than 30 days' prior written notice.

6.3 We shall invoice the Customer in accordance with the applicable Order.

6.4 The Customer shall pay the Charges as follows:

(a) where the Customer is an Organisation, monthly in arrears within 30 days of the date of a valid invoice;

(b) where the Customer is an Individual Customer purchasing a Subscription, by recurring direct debit or such other recurring payment method as we may make available from time to time; and

(c) where the Customer purchases access to a specific programme, hub, event or other one-off Service, in advance and at the time of placing the Order, unless otherwise agreed by us in writing.

6.5 All sums payable by the Customer exclude value added tax (VAT), which shall be payable on the Charges as appropriate.

6.6 Without prejudice to any other right or remedy that we may have, if the Customer fails to make a payment due to us under the Contract by the due date, we may suspend all or part of the Services until payment has been made in full.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All IPRs arising out of or in connection with the Services shall be owned by us. This includes all IPRs contained on the Platform, excluding any Customer Materials contained within them.

7.2 The Customer and its licensors retain ownership of all IPRs in the Customer Materials. The Customer grants us a non-exclusive, royalty-free licence (with the right to grant sublicences) to use, copy and modify the Customer Materials during the term of the Contract for the purpose of providing the Services to the Customer. The Customer warrants and represents that our use of the Customer Materials in the performance of the Services will not infringe the rights of any third party.

7.3 The Customer shall indemnify us against all Losses we may incur as a result of any claim that the supply, receipt or use of the Customer Materials infringes the IPRs of any third party. The Customer shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from the use of the Customer Materials for a purpose not authorised by the Customer.

8. DATA PROTECTION

8.1 Each party shall comply with Data Protection Laws in its processing of personal data under or in connection with the Contract.

8.2 If we process any personal data on behalf of the Customer under or in connection with the Contract, the terms set out in the Privacy Policy apply.

9. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 The following definitions apply in this clause 9:

(a) default: any act or omission resulting in one party incurring liability to the other; and

(b) liability: every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

9.2 Nothing in the Contract limits or excludes:

(a) liability for deliberate default;

(b) liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(c) liability for fraud or fraudulent misrepresentation;

(d) liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;

(e) any liability that cannot legally be limited; or

(f) the Customer's liability for its payment obligations under the Contract.

9.3 Subject to clause 9.2:

(a) our total liability is limited to the consideration paid to us under the Contract for the Services; and

(b) we shall have no liability to any Authorised User in connection with the Services, the Contract or these Conditions.

9.4 Subject to clause 9.2, neither party shall have any liability for:

(a) loss of profits (including loss of anticipated savings);

(b) loss of business or business opportunity;

(c) loss of use or corruption of software, data or information;

(d) loss of or damage to goodwill; or

(e) indirect or consequential loss.

9.5 Subject to clause 9.2, we shall not be liable for any Losses arising from participation in activities, programmes or training made available through the Services.

9.6 Subject to clause 9.2, all conditions, warranties, representations or other terms that might otherwise be implied into the Contract by statute, common law, course of dealing, trade usage or otherwise are excluded from the Contract.

9.7 Unless a party notifies the other party that it intends to make a claim within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of it having grounds to make a claim and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by notifying the other party if:

(a) the other party is in material breach of the Contract where:

(i) the breach is not capable of remedy; or

(ii) the breach is capable of remedy and is not remedied within 14 days by the other party after being notified to do so;

(b) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 10.1(b);

(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by notifying the Customer if the Customer fails to pay any amount due under the Contract by the due date for payment and remains in default not less than 14 days after being notified to make that payment.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of the Contract:

(a) the Customer's and any Authorised Users' right to access and use the Services shall immediately cease;

(b) we may deactivate or delete the Customer's account and any associated Authorised User accounts; and

(c) the Customer shall immediately pay any outstanding Charges due to us under the Contract.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of either party which have accrued up to the date of termination or expiry.

11.3 Any provision of these Conditions which expressly or by implication is intended to come into force or continue in force on or after termination shall remain in full force and effect.

12. GENERAL

12.1 Force majeure. Neither party will be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings. We may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any Confidential Information of the other party, except as permitted by clause 12.3(b).

(b) Each party may disclose the other party's Confidential Information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause 12.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.

12.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

12.5 Variation. Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict any further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.

12.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to its primary contact for the Contract (or to any substitute address as it may have notified to the other party in accordance with this clause 12.8).

(b) Any notice will be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission or, if this time falls outside business hours, when business hours resume. In this clause 12.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.10 Relationship of the parties. Nothing in these Conditions is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.11 Governing law and jurisdiction. The Contract, 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, will be governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.