Terms of Service

PLEASE READ THE TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

Welcome to Uniquefit, by using any of our Uniquefit websites, products and/or packages, you are agreeing to our terms of service, which pertain to your legal rights and obligations. These terms are listed below for your convenience, and where applicable definitions are listed in Section 11 (Terms). By using our website, products or services, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service, and our Privacy Policy, all of which are incorporated herein by reference. If you do not agree to these Terms of Service, and/or the Privacy Policy, you must not access or use the www.Uniquefit.io or any of its products and or services..

Uniquefit provides a range of online management software designed to enhance the business of fitness professionals. Clients can access our software though dedicated links or via one of our Uniquefit mobile App’s.

These Terms of Service (“Agreement”) are effective (“Effective Date”) on either the date an individual or single legal entity (“you”) accepted this Agreement, by clicking an “I Agree” button, or through the submission of an order form, or the date that you started to use the software, whichever came first.

This Agreement applies to any use or access to Uniquefit software packages, mobile applications, collectively referred to as “Services”, by either “you”, your employees, associates, or person/s acting on your behalf (collectively referred to as “Affiliates”) or any of your customers or clients (collectively referred to as “End Users”). By accessing or using any Uniquefit service, or providing access to an affiliate, you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with the terms of this Agreement, you may not use or access any of the Uniquefit Services.

General

The terms of this Agreement shall govern your use of any Uniquefit Services, when using any of the Uniquefit Services you are entering into a legal agreement confirming that you agree to all of these terms.

These terms of service (“Terms”) are a legal agreement (“Agreement”) between you, either as an individual or as a single legal entity (“You” or “you”), any of your Affiliates and Uniquefit Ltd, which operates the Uniquefit (“Uniquefit”) online services available at www.uniquefit.io. (You and Uniquefit each a “Party” and collectively the “Parties”).

These Terms govern your use of any Uniquefit online services (“Services”), the Uniquefit website and any subpages (“Site”), the client software distributed with this Agreement and any other software provided by Uniquefit, including any updates and any accompanying written documentation (collectively the “Software”). The Software, the Site and the Services may be referred to as the “Products”. By clicking the “I AGREE” or similar button, or using any Products and or Services, you signify that you have read, understand, acknowledge, and agree to be bound by the Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Products.

If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms. If, after your electronic acceptance of this Agreement, Uniquefit finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Uniquefit shall not be liable for any loss or damage resulting from Uniquefit’s reliance on any instruction, notice, document or communication reasonably believed by Uniquefit to be genuine and originating from an authorised representative of your corporate entity.

If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Uniquefit reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorised by you.

Agreement. This Agreement is a biding legal agreement between you and the applicable Uniquefit Service, as indicated in Section 10 (Miscellaneous).

1. Fees, refunds and Automatic Renewal Terms

1.1. You must register with Uniquefit to use any of the Services supplied, you agree to keep your registration information complete, accurate and up-to-date for the duration of the time that you are using Uniquefit. If Uniquefit believe that the registration information is untrue, inaccurate, out-of-date, or incomplete, Uniquefit reserves the right, in its sole and absolute discretion, to suspend or terminate your account.

1.2 By registering with Uniquefit you agree to pay the fixed subscription and variable usage-based fees, if any, for the account type that you have selected and agree to all applicable restrictions. If you use a credit card for payment, you authorise Uniquefit to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify Uniquefit in advance of thirty (30) days that you do not want your subscription renewed. You may cancel your subscription at anytime and agree to a thirty (30) days notice period in which time you agree to continue to pay for your current service rate.

1.3 Discounts. Any discounts that are supplied to you for the use of any Uniquefit Services will be honoured throughout the period specified upon entering into your discount period. Any discount supplied will be applicable to a continuation of use; any break in your subscription will terminate any agreed discount period.

1.4 Renewal. In order to ensure continuous Service Uniquefit will automatically renew the applicable Service on a monthly basis, and will take payment from the payment method you have on file with Uniquefit at Uniquefit’s current rates, which you acknowledge and agree may be higher or lower than the rates for the original Service period. If you do not wish for any services to automatically renew, you may elect to cancel renewal, in which case, your Service will continue for a period of thirty (30) days before being terminated. You agree to continue to pay for the thirty (30) day cancellation period at the rate of your subscription at the time of cancellation.

1.5 Refund. All payment obligations under this Agreement are non-cancellable and all fees paid are non-refundable. Unless otherwise stated on an Order form, fees must be paid in advance of each billing period.

1.6 Charges. Any amounts not received by the applicable due date may accrue late interest at 10% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Uniquefit within fourteen (14) days after the applicable due date will be deemed a material default under this Agreement, and Uniquefit will be entitled to either suspend the Services or terminate the Agreement.

1.7 Fees. Upon notice to you, Uniquefit may increase any fees specified in an Order Form, provided the increase will not become effective until the expiration of the current Subscription Term. Uniquefit may increase any fees that are not specified in an Order Form at any time, with or without notice to you.

1.8 Payment Errors. If you believe a payment has been processed in error, you must immediately contact Uniquefit to avoid any future errors. All communication in relation to such errors must also be submitted in writing via electronic communication to accounts@uniquefit within seven (7) days of the error.

1.9 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If Uniquefit is legally required to pay or collect any Taxes on your behalf, Uniquefit will invoice you and you will pay the invoiced amount. For clarity, Uniquefit will be solely responsible for taxes assessed on Uniquefit based on its income.

2. Term & Termination

2.1 These terms, and any posted revisions, remain in effect as long as you continue to maintain a Uniquefit account or use the Services. You may terminate your account at any time, for any reason, by following the instructions on the Site and discontinuing use of the Products. You agree to provide a thirty (30) day cancellation notice period and agree to continue to pay for the thirty (30) day cancellation period at the rate of your subscription at the time of cancellation.

2.2 Uniquefit may terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices after fourteen (14) days when due, or otherwise fail to comply with these Terms. On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Products, Software or Services. Also, you specifically agree that Uniquefit has no obligation to provide you or anyone else with a copy of your data and may automatically purge your data from the Uniquefit system/s.

3 Your Responsibilities

You are responsible for ensuring that you, your Affiliates and your End Users comply with the terms of this agreement and applicable laws.

3.1 Liability. You are responsible for all activity occurring under your account. You will ensure that your Affiliates and End Users comply with all of the provisions of this Agreement and any applicable laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use by Affiliates and End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you.

3.2 Data. You have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, is maintained and up-to-date, including those related to data privacy and transmission of personal data.

3.3 Unauthorised Access. You will prevent unauthorised access to, or use of, any of the Services that you are subscribed to. In the event of unauthorised access you will immediately notify Uniquefit.

3.4 Network. You have the sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use any of the Uniquefit Services.

3.5 Restrictions. You, your Affiliates and your End Users will not submit any infringing, obscene, defamatory, threatening, or otherwise tortious material to the Service. You, your Affiliates and your End Users will also not submit any malicious software, which includes, but is not limited to, the use of Virus, Worm, Trojan horse, Spyware or any other harmful computer code, files, script of other programs in an attempt to gain access to the Services or related systems in a manner not permitted by this agreement. You, your Affiliates and your End Users will not attempt to extract data from the system through the unlawful use of data mining, or any other means other than that specified in this agreement. You, your Affiliates and your End Users will not copy or use any part, or parts, of Uniquefit Services or Products within any third party application or for development purposes.

4. Passwords & Security

You and your Affiliates are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts. You must notify Uniquefit immediately of any unauthorised use of your accounts or any other security breach related to the Service. If Uniquefit determines that a security breach has occurred or is likely to occur, Uniquefit may suspend your accounts and require you to change your user names and passwords. Uniquefit will not be liable for any loss you incur due to any unauthorised use of your account. However, you may be liable for any loss to Uniquefit, or others, caused by your account, whether caused by you, or by an authorised person, or by an unauthorised person/s.

5. Uniquefit Account Subscribers and End Users

Each Uniquefit account is organized as a licensed workspace (“Workspace”) for billing purposes, with the number of seats for trainers and clients determined by the subscription package chosen. There is one owner for each Workspace (which starts out as the first user of the Workspace). The owner may invite any number of other users to join as trainers in the Workspace depending upon availability of trainer seats as set out in your subscription package. Each of these users will have account-level permissions as determined by the owner. In order to free up trainer or client seats, existing trainers or clients can simply be deactivated.

Each account has a set limit of client and trainer seats based on the package the account holder has chosen for that subscription tier. Please note that pricing and features are subject to future changes in our discretion, and that software updates may also impact future services offered.

Fees and Payments: An account holder can subscribe to UniqueFit’s services based on a monthly payment schedule or an annual payment schedule

Monthly payments: The fee is based on the subscription package chosen (including without limitation any add-ons) and or processing fees. Subscription payment is collected at the beginning of each monthly billing period (on the monthly renewal date). After payment, the account will have access to services included in the package for the entire month until the next billing period begins.

Annual payments: The fee is based on the subscription package chosen (including without limitation any add-ons) and or processing fees. Payment is collected at the beginning of each annual billing period (on the annual renewal date). After payment, the account will have access to services included in the package for the entire year until the next billing period begins.

Renewal of services: Subscriptions automatically renew at the standard regular rate generally applicable at the time of the renewal (which may be different from the original subscription fees) using the payment method designated on the account, unless the account holder requests a change or chooses to cancel/terminate.

Refunds: No refunds will be granted.

Rejected Payments: An email notice will be sent to specified users on the account. There will be a grace period of fourteen (14) days to update the payment method and complete payment. After the grace period, services provided under the subscription will be paused until payment is provided. If the account holder fails to pay fees when they are due, all overdue fees shall accrue interest at the rate of 10% per annum, or at the highest legal interest rate, if less, and the account holder shall reimburse us for all expenses (including legal and/or collection fees subject to applicable law) incurred by us related to collecting any amount that is not paid when due.

Trial Plans: You acknowledge and agree that we may, from time to time in our sole discretion, offer trial usage plans, and that: (i) you shall comply with any and all additional terms, restrictions and/or limitations imposed by us on any such plan; and (ii) we may at any time and for any reason, without liability to you or any other person alter, amend, modify or cancel any aspect of such plan, including without limitation, the term, access rights, fees, nature, scope, features, functionality, operation and content associated therewith.

Licensed Workspace: Your access to your Workspace and to our proprietary services are through a license, which is limited, revocable, personal, non-transferable, non-assignable, non-sublicensable and non-exclusive. Such license is defined by all of the conditions of these Terms of Service.

Other: You will invite your client(s) to connect with you on the Service, and your client(s) will then download the client mobile app to use the Service. You hereby acknowledge and agree that you are responsible for identifying and bringing such client(s) onto the Service, and accept and assume all responsibility and liability whatsoever for all interactions with your client(s). In particular, but without limitation, you are responsible for making all payment arrangements with your client(s).

End Users

The service that we offer to clients (the “Client Service”) is mobile app-based, and there is no charge for clients to download and use the mobile app. Any fee that you are charged by your trainer is between your trainer and you, and we disclaim any and all responsibility whatsoever with respect to your interaction with your trainer (and you hereby acknowledge and agree with such disclaimer). Your access to the Client Service is through a license, which is limited, revocable, personal, non-transferable, non-assignable, non-sublicensable and non-exclusive, and subject to all of the conditions of these Terms of Service.

End Users Content Deletion

Within the uniquefit app you may wish to remove uploaded content, you may permanently remove uploaded content by swiping the content left. Please be aware that once the content is deleted it can not be retrieved.

End Users Account Deletion

You may delete your account at anytime via the uniquefit client app.

To delete your account you will need to log into the uniquefit app and then:

  1. In the base menu click on the three horizontal dots to access your ‘profile’ screen
  2. When in the profile screen scroll down until you see ‘unsubscribe’
  3. Confirm that you would like to ‘delete’ your account

Deleting your account is permanent, and all identifiable information will be removed.

You can resubscribe as a new client at anytime following an account delete, but your original account information will not be available.

6. App Stores

You acknowledge and agree that the availability of the Uniquefit App is dependent on the third party from whom you received the Uniquefit App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that this Agreement is between you and Uniquefit and not with the App Store. Uniquefit, not the App Store, is solely responsible for the Uniquefit App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Uniquefit App, you must have access to a wireless network, and you agree to pay all fees associated with any such access or purchases. You also agree to pay all fees (if any) charged by the App Store in connection with the Uniquefit App. You agree to comply with, and your license to use the Uniquefit App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Uniquefit App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.

7. Unauthorised or Illegal Transactions

It may be necessary to prevent or terminate a transaction if we believe that the transaction is in violation of any Uniquefit agreement or exposes you, other Uniquefit users, or Uniquefit harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your Uniquefit App Account has been used for any unauthorised, illegal, or criminal purposes, you give us express authorisation to share information about you, and your Uniquefit App Account, and/or any of your transactions with the relevant law enforcement.

8. Purchases through your Uniquefit App

Payment processing services for our services to our Trainers are provided by Stripe and their respective affiliates or other payment processing services providers as we may choose from time to time (collectively referred to herein as the “Payment Processing Service Provider” ). You hereby authorize us to share with the Payment Processing Services Provider the financial information, banking details, transaction information and account information provided by you and/or related to your use of our services as is reasonably required for the provision of the payment processing features contemplated by our services. You also agree that we are not responsible or liable for the use or misuse of such financial information, banking details, transaction information and account information by the Payment Processing Services Provider or any third party. With respect to our use of Stripe in particular, please go to [https://stripe.com/legal] for additional terms and conditions that apply to your transaction. By using Stripe, you additionally agree that you have read and shall be bound by all of the terms and conditions set forth therein. Information you provide to us under this Payment Processing section is subject to the terms of our Privacy Policy.

9. International Use

Uniquefit makes no representation that the Content used within our website (www.uniquefit.io), Services is appropriate or available for use in locations outside of the United Kingdom. Access to Uniquefit’s website, Services from countries or territories where such access is illegal or prohibited. Those who choose to access such services do so on their own initiative and are responsible for compliance with local law.

10. User Indemnity

You agree to defend, indemnify, and hold Uniquefit, its suppliers, resellers, partners, and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including legal fees and costs, in connection with:

  1. a) You, your Affiliates and your End Users use of the Products;
  2. b) You, your Affiliates and your End Users violation of these Terms;
  3. c) You, your Affiliates and your End Users violation of any third party right, including any intellectual property right; or
  4. d) any claim that use of your, your Affiliates or your End Users data caused damage to a third party.

This indemnity obligation will survive the termination or expiration of your account and these Terms or your use of the services on your account.

11. Disclaimer

WE PROVIDE THE PLATFORM FOR UNIQUEFIT AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. UNIQUEFIT DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNIQUEFIT AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NON-INFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY UNIQUEFIT OR ANYTHING RELATED TO UNIQUEFIT, YOU MAY CLOSE YOUR UNIQUEFIT ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. UNIQUEFIT IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH UNIQUEFIT TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON OUR WEBSITES OR THROUGH OUR PACKAGES AND OR MOBILE APPLICATIONS MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. UNIQUEFIT DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, UNIQUEFIT DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. UNIQUEFIT DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK OR SOFTWARE FAILURES. UNIQUEFIT DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, UNIQUEFIT DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF ANY UNIQUEFIT SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

12. Limitation of Liability

IN NO EVENT SHALL UNIQUEFIT, ITS DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF ITS SERVICES (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE COMPANY WEBSITE (WWW. UNIQUEFIT.IO), (C) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (E) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (F) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (G) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (H) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR OTHER MALICIOUS SOFTWARE/FILE/PROGRAM, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (I) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (J) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or any of the Uniquefit Services found at this Site must be commenced within three (3) months after the cause of action accrues, otherwise such cause of action shall be permanently barred. IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall Uniquefit’s total aggregate liability exceed £100.00 GDP. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site,

13. FAIR USAGE POLICY

The option of having unlimited clients within a subscription is subject to our fair usage policy. The feature of unlimited clients means that the number of clients per account subscription must not exceed a maximum of 300 clients. For additional clients please contact uniquefit directly to discuss pricing options.

14. Privacy Policy

Your privacy is important to us. To better protect your privacy we provide our Privacy Policy to explain our Services Information practices and the choices you can make about the way your information is collected and used.

15. Miscellaneous

15.1 Dispute Resolution. This agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

15.2 Governing Law. It is the intention of the Parties to this Agreement that this Agreement and the performance under this agreement, and all suits and special proceedings under this Agreement, be constructed in accordance with and governed, to the exclusion of any other forum, by the laws of England and Wales, without regard to the jurisdiction in which any action or special proceeding may be instituted.

15.3 Dispute Resolution. In the event that you have a dispute with Uniquefit, you agree to notify Uniquefit in writing, either via your Uniquefit registered company email or through recorded delivery of a letter, outlining a brief written description of the abuse along with your contact information. Uniquefit will have (30) thirty days from the date of receipt to attempt to resolve the dispute to your reasonable satisfaction. If the dispute cannot be settled amicably within thirty (30) days from the date on which either Party has received the written notice, either Party may pursue resolution of the dispute in accordance with the arbitrated agreement below. If the dispute is not resolved following the above, then the dispute will be resolved through arbitration and not in court.

15.4 Arbitration Agreement. All deputes arising out of or related to this agreement, or any aspect of the relationship between you, or your affiliates, and Uniquefit, whether based in contract, fraud, stature, tort, misrepresentation, or any other legal theory that are not resolved through our ‘Dispute Resolution’ process will be resolved through final and binding arbitration before a neutral arbitrator instead of in court, and Uniquefit and you each hereby waive the right to trial by a jury. You agree that any arbitration under this agreement will take place on an individual basis, class arbitrations and class actions are not permitted and you agree to give up the ability to participate in a class action. The arbitration will be administered within, and governed by the laws of England and Wales. A successful party in an arbitration can bring an ‘action on the award’ at common law. This is an independent action, which is based on breach of the arbitration agreement due to the unsuccessful party being unable to honour the terms of the award. The general principles of contract law apply when using this as a means to enforce an arbitral award. For example, if a term of the arbitration agreement is breached in that the award sum made by the arbitrator has not been paid, the receiving party will be able to claim for breach of contract in respect of the non payment.

15.5 Entire Agreement. This Agreement, together with any Order Forms and applicable policies that are included within this Agreement by reference, including by reference to a specific URL, constitutes the entire agreement of the parties and replaces any prior agreement between you, or your affiliates, and Uniquefit with respect to the subject matter addressed in this Agreement. In the event that a conflict should occur between an Order Form and this Agreement, the Order Form will control.

15.6 Waiver. No waiver hereunder may be granted except by written instrument signed by an appointed director of Uniquefit. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach, non-observance or by anything done or omitted to be done by another party.

15.7 Assignment of this Agreement. You may not transfer, delegate or assign this Agreement in whole or in part without the written approval of Uniquefit. Uniquefit may sublicense, transfer or assign rights or obligations under this Agreement without restriction.

15.8 Force Majeure. Other than for the delay in the payment of money due in association to this Agreement, neither party will be liable for any failure or delay in performance under this Agreement for causes that are beyond that Parties reasonable control and occurring without that Parties fault or negligence, including, but not limited to, acts of God, acts of government, fire, flood, civil unrest, acts of terror, strikes or other labour problems (other than those involving Uniquefit or your employees, respectively), computer attacks, malicious cyber attacks on or through the Internet, any Internet Service Provider, Telecommunications or Hosting failures. Dates by which obligations are scheduled but not met will be extended to include lost time due to any delay caused.

15.9 Electronic communication. You agree to the use of electronic communication in order to place orders and enter into agreements, and to the electronic delivery of notices, policies, records and invoices initiated or completed through the Services. You hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or retention of non-electronic records to the extent permitted by the applicable law.

15.10 Relationship of the Parties. This Agreement does not in any way, and will not be constructed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between Uniquefit and you.

15.11 Notices. Uniquefit may deliver notices to you under this Agreement through its Services software or to the email address/es that we hold on file for your account. You hereby consent to receive any notice from Uniquefit through the means as stated, all such notices will be deemed effective on either the business day that they were sent or on the first business day thereafter, whichever comes first. Except as otherwise specified within this Agreement, any notices to Uniquefit under this Agreement must be delivered by first class recorded delivery to Uniquefit Ltd, Attn: Customer Support Dept., 3-4 Vaughan Parade, Torquay, Devon, TQ2 5EG, with a copy to Uniquefit Ltd, Attn: Legal Department, 3-4 Vaughan Parade, Torquay, Devon, TQ2 5EG. Uniquefit can not be held liable for things that are out of our control, including, but not limited to, acts of God, acts of government, fire, flood, civil unrest, acts of terror, strikes or other labour problems (other than those involving Uniquefit or your employees, respectively), computer attacks, malicious cyber attacks on or through the Internet, any Internet Service Provider, Telecommunications or Hosting failures.

16. Online Promotions

All promotional offers are subject to availability, can be changed or withdrawn without notice, and will be available for a limited period only. All promotions are subject to availability and based on standard monthly subscription prices. Promotional offers are for new subscriptions only and cannot be combined with other offers.

17. Media Content

By using uniquefit you agree that uniquefit can use any material, text, media or audio file that has been uploaded or supplied to uniquefit without limitation to help promote the use of uniquefit.

18. Terms

Affiliate: A person or persons that directly or indirectly controls, is controlled by, or is under common control with you, and has been designated to receive Services under this Agreement. Affiliates extends to include any of your business locations and/or Franchisees that have been designated to receive Services under this Agreement.

End User: A business or individual that interacts, schedules or purchases products and/or services from you through the use of a Uniquefit Service.

Franchisee: Any party bound by a franchise agreement with you. Franchisees are bound by the terms of this Agreement as if they registered directly.

Order Form: A separate business document, with unique invoice number, that specifies Services, fee’s, tax, contact details and other terms as agreed to between the Parties.

PCI DSS: Payment Card Industry Data Security Standards, as detailed on https://www.pcisecuritystandards.org/.

Privacy Policy: Uniquefit’s Privacy Policy.

Services: All software and mobile apps supplied by Uniquefit for use by third party users.