Marketplace Terms and Conditions

Marketplace terms and conditions: marketplace for services to Buyer

Welcome to Ubiquitous Fitness. These Terms of Use (“Terms”) are a contract between you and Ubiquitous Fitness. These Terms govern your access to and use of any Ubiquitous Fitness websites, mobile apps and other services provided by Ubiquitous Fitness or any fitness, recreational, wellness, or other classes, experiences, activities, events, services, recordings, and/or products made available through Ubiquitous Fitness (collectively, our “Services”). Please read these Terms carefully before accessing and using the Site or Services.

By visiting or using Our Website and/or Mobile App, you agree to be bound by these terms. Our suppliers may also impose additional terms and conditions to which your contract with them will be subject.

Ubiquitous Fitness is registered in Ireland, whose address is at 64 The Rise Mount Merrion, Co. Dublin.

Under 18 years? Sorry, but we deal only with people who are legally able to enter into a binding contract. Please ask someone over 18 to buy your Products on your behalf.

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website or Mobile App and stop using Our Website, Mobile App or services immediately.

Definitions (Buyer Terms)

“Content”
means the textual, visual or audio content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.

"Post"
means display, exhibit, publish, distribute, transmit and/or disclose information, details and/or other material on Our Website, and the phrases "Posted" and "Posting" shall be interpreted accordingly;

“Service”
means all of the services offered for sale through Our Website by a Provider.

“Provider”
means a person who offers a Service for sale on Our Website.

“Our Website”
means any website of ours and includes all web pages controlled by us.

“User”
means any person other than you who uses or visits the website for any purpose.

"you” “yours” etc,
means you, the party to this agreement.

Our contract (Buyer Terms)

Ubiquitous Fitness is neither a buyer nor provider of Services offered for sale. We are neither a principal nor agent in a buying transaction.

Ubiquitous Fitness is a marketplace. We are agents of a Provider only to the extent of use of Our Website or Mobile App as a platform for sale of their Service and for collection and forwarding of your money.

We welcome any comment or complaint about a Provider, which you make through Our Website. We may act upon a complaint in our discretion, for the benefit of the body of Ubiquitous Fitness users.

We are not responsible for supply of any Service you order or for the cancellation and refund procedure should you decide to cancel a Service for any reason.

We are not responsible to you further than to take your money and pass it to the Provider.

These terms and conditions regulate the business relationship between you and us. By using Our Website free of charge, you agree to be bound by them.

We provide a marketplace for the supply of Services. We are in no way responsible for:

  1. your locating and ordering a Service;
  2. your choice of a Service;
  3. any aspect of the provision of the Service;
  4. refund payment for any Service;
  5. any complaint about any Service.

In any dispute with a Provider, you should deal only with the Provider. We have neither legal obligation nor detailed information about the Services.

We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.

Your account and personal information (Buyer Terms)

When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.

You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.

The buying procedure (Buyer Terms)

Unless it is clear to the contrary, you may assume that every sale is made by the Provider in the course of their business.

Prices listed on Our Website by Providers are inclusive of any applicable sales tax.

Services may be offered for sale subject to any discount or promotion arranged between Ubiquitous Fitness and the Provider.

Subject to discounts and promotions, Services are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately.

Services will be provided at the times and places specified on the website or in the terms and conditions of each Provider.

Once you have ordered a Service through Our Website, the price cannot be increased for [12] weeks.

Neither we nor the Provider can be responsible for action by any governmental authority. We do not know and are not responsible for duties, taxes, delays or impounding of any item.

You are required to pay in the currency in which the Service is listed for sale on Our Website.

Every sale will be subject to the applicable laws, but no right shall be implied, which is neither a legal right nor set down in these terms and conditions.

For security purposes (yours and ours) we will not permit more than a maximum number of transactions with you in a given period of time.

To make future use of Our Website easier and faster for you, we will retain the personal and delivery information you give to us. We will not retain information relating to your payment or credit card. This financial information never comes into our control. The information is given into a page which is in reality a page of our payment service provider. For detailed about disclosure of personal information please see our privacy notice.

Security of your [credit card] (Buyer Terms)

We take care to make Our Website safe for you to use.

Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.

The Ubiquitous Fitness guarantee (Buyer Terms)

To give you the utmost confidence in the Ubiquitous Fitness buying experience, we offer you an after-sales guarantee:

If the Provider fails within a reasonable time, to supply a Service for which you have paid, or supplies a Service which is substantially different from what you ordered, we ourselves will refund the cost to you.

This guarantee is subject to the following conditions:

  1. you must first follow the cancellation and refunds procedure set out on Our Website;
  2. the maximum payment is € 250. We will make the payment to you between 30 and 60 days from the date we receive your claim form, as provided on Our Website;
  3. the claim form must be completed truthfully and accurately;
  4. you must provide a street address to us;
  5. you are limited to a lifetime maximum of five claims and a maximum of one item in two years;
  6. you must not have requested a chargeback from your credit card company

The guarantee set out in this paragraph is non-contractual. We shall operate it at our sole discretion.

Cancellation and refunds: Service terms (Buyer Terms)

This paragraph is not contractually part of this agreement. These are statements of your rights as a consumer as defined under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 and of the procedures with which all our Providers have been asked to comply. We have no responsibility if they fail to do so. If you have any problem with the Services you have purchased from Our Website please refer to the Provider. Your contract is with the Provider. They have the information and systems to be able to help you.

You may cancel this contract within 14 days of entering into it. That means the Provider will not be able to start your work for 14 days.

If you want the Provider to start work before 14 days has passed, you can opt out of your cancellation right. To do that you have to instruct the Provider to start your work as soon as he can.

If you did instruct the Provider to start work immediately, you may still cancel the contract at any time. But if you do so, you will owe the Provider for work done to the date of cancellation and any money spent on your behalf.

In any of the above scenarios, the Provider will return your money within 14 days.

How we handle your Content (Buyer Terms)

Our privacy policy is strong and precise. It complies fully with the Data Protection Act 2018 which is at ubiqfitness.com.

If you Post Content to any public area of Our Website it becomes available in the public domains. We have no control over who sees it or what anyone does with it.

Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.

Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.

You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;

You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

Please notify us of any security breach or unauthorised use of your account.

Restrictions on what you may Post to Our Website (Buyer Terms)

We invite you to Post Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other Users of Our Website and to comply with the law. These provisions apply to all Users of Our Website.

We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

  1. be unlawful, or tend to incite another person to commit a crime;
  2. consist in commercial audio, video or music files;
  3. be obscene, offensive, threatening, violent, malicious or defamatory;
  4. be sexually explicit or pornographic;
  5. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
  6. use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement;
  7. request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;
  8. be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his commercial use;
  9. include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
  10. facilitate the provision of unauthorised copies of another person's copyright work;
  11. link to any of the material specified in this paragraph;
  12. use distribution lists that include people who have not given specific permission to be included in such distribution process;
  13. send age-inappropriate communications or Content to anyone under the age of 18.
Your Posting: restricted content (Buyer Terms)

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

  1. hyperlinks, other than those specifically authorised by us;
  2. keywords or words repeated, which are irrelevant to the Content Posted.
  3. the name, logo or trademark of any organisation other than yours.
  4. inaccurate, false, or misleading information;
Removal of offensive Content (Buyer Terms)

For the avoidance of doubt, this paragraph is addressed to any person who visits Our Website for any purpose.

We are under no obligation to monitor or record the activity of any User of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

If you are offended by any Content, the following procedure applies:

  1. your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.
  2. we shall remove the offending Content as soon as we are reasonably able;
  3. after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
  4. we may re-instate the Content about which you have complained or we may not.

In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.

You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

Security of Our Website (Buyer Terms)

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

  1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
  2. link to our site in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a User who accessed Our Website by typing the URL into a standard browser;
  3. download any part of Our Website, without our express written consent;
  4. collect or use any product listings, descriptions, or prices;
  5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
  6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
  7. share with a third party any login credentials to Our Website;

Despite the above terms, we now grant a licence to you to:

  1. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
  2. you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
Copyright and other intellectual property rights (Buyer Terms)

All Content on Our Website, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of Services for sale. It is all protected by international copyright laws.

You may not copy, or in any way exploit any of the content, except as is expressly permitted in this agreement or with our written consent. For the sake of good order, you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

Interruption to the Ubiquitous Fitness service (Buyer Terms)

We give no warranty that our service will be satisfactory to you.

We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other reason. We may do so without telling you first.

You acknowledge that our service may also be interrupted for reasons beyond our control.

You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to Ubiquitous Fitness service.

Indemnity (Buyer Terms)

You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising out of:

  1. your use of the Ubiquitous Fitness service;
  2. the breach or violation of this agreement by you;
  3. the infringement by you of any intellectual property or other right of any person or entity;
  4. your failure to comply with any law;
  5. a contractual claim arising from your use of Our Website and purchase of Service.
Our disclaimers (Buyer Terms)

Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.

We are not liable in any circumstances for special, indirect, consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.

The Ubiquitous Fitness Website and Ubiquitous Fitness services are provided “as is”. We make no representation or warranty of any kind, express or implied, including, without limitation, any warranty that either of them will be:

  1. of satisfactory quality;
  2. fit for a particular purpose;
  3. available or accessible, without interruption, or without error;
Disclaimers about the Service (Buyer Terms)

All of the Content on Our Website relating to any Service has been provided by a Provider. We do not accept responsibility for the accuracy of any claim or advertisement.

We make no representation, warranty or other provision with regard to the Services and you acknowledge that you do not rely on any made by us, but solely on your contract with a Provider.

So far as concerns Services you purchase through Our Website, we are not liable for:

  1. any Service complying with the requirement of any law or being available;
  2. the Provider performing his contract;

We give no warranty, representation or undertaking whatever as to the continuing business of a Provider or that any Service offered for sale by a Provider will be useful or suitable for you;

We and the Provider can take any action that may reasonably be required from time to time, to protect his interests and ours in connection with a beach or possible breach of the Regulations.

You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a Provider.

Dispute resolution (Buyer Terms)

In this paragraph the term “ADR Provider” means an approved body under the European Union (Alternative Dispute Resolution for Consumer Disputes) Regulations 2015.

The following terms apply in the event of a dispute between the parties:

  1. If you are not happy with our services or have any complaint then you must tell us by email message to hello@ubiqfitness.com
  2. Detailed information about our complaint handling procedure is at ubiqfitness.com
  3. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.
  4. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: http://ec.europa.eu/consumers/odr/.
Miscellaneous matters (Buyer Terms)

If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

If you are in breach of any term of this agreement, we may:

  1. terminate your account and refuse access to Our Website;
  2. remove or edit Content, or cancel any order at our discretion;
  3. issue a claim in any court.

Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

No failure or delay by us to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

It shall be deemed to have been delivered:

  1. if delivered by hand: on the day of delivery;
  2. if sent by post to the correct address: within 72 hours of posting;
  3. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control.

In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

• The validity, construction and performance of this agreement shall be governed by the laws of Ireland, and you agree that any dispute arising from it shall be litigated only in Ireland.

Marketplace terms and conditions: marketplace for services to Seller

Terms and Conditions applicable to a seller of service using [your name / URL]

Welcome to Ubiquitous Fitness. These terms and conditions are the contracts between you and Ubiquitous Fitness ("us", "we", etc."). By visiting or using Our Website, you agree to be bound by them.

Ubiquitous Fitness is registered in Ireland, whose address is at 64 The Rise, Mount Merrion, Co. Dublin.

This page (together with the documents referred to on it) explains the terms under which you may use our website, www.ubiqfitness.com, or mobile application (such as for iPhone or Android), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site.

These terms and conditions shall govern your use of our website or mobile application (such as for iPhone or Android).

By using our website or mobile application (such as for iPhone or Android), you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of them, you must not use our website.

Definitions (Seller Terms)

"Content"
means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material and all other product or service-related material Posted by you.

"Post"
means place on or into Our Website and/or Mobile App any Content or material of any sort by any means.

"Provider"
means you, a person or organisation who has placed details on Our Website and/or mobile app of a Provider Service offered for sale or free of charge, through Our Website and/or Mobile App.

"Provider Service" and "Your Service"
mean the service you offer for sale through Our Website and Mobile App.

"Our Service"
means the service we provide to enable you to sell Provider Services here.

"Our Website"
means any website or mobile app of ours and includes all web and mobile app pages controlled by us.

Our contract (Seller Terms)

The relationship between us is solely that:

  1. in consideration of a fee charged by us, we provide for you an Internet marketplace as an arm’s length contractor;
  2. we act as your agent solely in the collection of money paid by your customer;
  3. we are not your partners or joint venturers.

If you place a Provider Service for sale on Our Website, you do so subject to these terms.

When you place a Provider Service on Our Website, you will be bound to provide all the information required by the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013.

We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.

Although we are not a party to your contract with a buyer introduced to you via Our Website, we shall remove Your Services from offer if a customer or Our Website visitor has a valid complaint against you.

Subject to this agreement and to the procedures set out in Our Website, you may enter a Provider Service for sale through Our Website.

The European Union Consumer Information, Cancellation and Other Rights) Regulations 2013 ("the Regulations") (Seller Terms)

You authorise us to take any action that may reasonably be required from time to time, to protect your interests and ours in connection with a breach or possible breach of the Regulations.

Because we are not your agents except to market Your Service and take payment, you must fulfil all your obligations under the Regulations. That means the information you provide to us by entry or upload into Our Website must be clear, sufficient, and complete to comply with the Regulations.

On Our Website, we will provide a route for a customer to allow a customer to deal directly with you. That will include options relating to supply and cancellation of his/her order.

We will also provide regulatory information relating to commencement and cancellation. We expect you to comply with those terms unless Your Services, or your business model, require different terms. The terms on Our Website will be communicated only as information to the buyer and not as contract terms.

Because every reference to Provider Service of yours, made by you or by us, may be treated by a consumer as contractual, you agree:

  1. to make clear any contractual term in the content you place on Our Website, which may be different from any term on Our Website.
  2. that no content on your website will contradict content you place on Our Website.
4. Provider Service Store (Seller Terms)
4.1 (Seller Terms)

If you register with our website as a Provider Service, you will be able to create your own [store] OR [stores] on the website.

4.2 (Seller Terms)

To create a store on our website, you should follow the steps set out here [link to a page that sets out the steps required to create store and detail steps e.g. incorporate details re logo etc here].

4.3 (Seller Terms)

Seller stores that are submitted will be [automatically processed] OR [individually reviewed] within [24] hours following submission.

4.4 (Seller Terms)

Subject to the other provisions of these terms and conditions, we reserve the right to reject, unpublish and/or delete any Provider Service store that breaches these terms and conditions or that does not meet any additional guidelines for seller stores published on our website.

4.5 (Seller Terms)

If we permit the publication of a Provider Service store, it will remain published on our website indefinitely subject to these terms and conditions.

4.6 (Seller Terms)

The main parameters that determine the relative prominence of stores when users search for stores or browse the store categories on our website are as follows:

4.6.1 (Seller Terms)

in relation to store searches, the extent to which the relevant title and description matches the relevant search terms; and

4.6.2 (Seller Terms)

in relation to store category browsing, the filters the user applies.

Your Provider Service placement (Seller Terms)

You agree:

  1. not knowingly to place any Provider Service for sale which is not of merchantable quality, or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.
  2. immediately to remove from sale on Our Website any Provider Service which for any reason, you are unable to supply.
  3. not to replace any Provider Service we remove from the offer for sale.
Complaints about Provider Services (Seller Terms)

You agree that you will at all times:

  1. reply promptly and in any event within 48 hours to any customer message or other correspondence;
  2. comply with the law relating to all aspects of the contract between you and your customer, relating in particular to your obligations to provide full information and accept cancellation and returns. However, you may also offer more favourable terms to your customers as per your own returns and refunds policy set out on your website or otherwise in your terms and conditions;
  3. when you have an obligation to return money to a customer for any reason, you will do so immediately in line with the cancellation and refunds policy set out on Our Website;
  4. comply with the Ubiquitous Fitness procedures relating to satisfaction of an order, as set out on Our Website from time to time;

Please provide information to us in respect of any claim for non-supply and any dispute as to payment, so as to enable us to identify the possibility of fraud.

The selling procedure (Seller Terms)

Ubiquitous Fitness is not responsible for the fulfilment of your contract to sell a Provider Service.

You agree that a service contract offered by you is a firm and binding contract as soon as your customer's payment has been accepted by our payment service provider.

Provider Services may be offered for sale subject to any discount or promotion arranged between Ubiquitous Fitness and you.

Subject to discounts and promotions, Provider Services are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately. If not shown, it will not be charged.

Provider Services will be offered for sale and sales made, subject to the terms and conditions applicable to buyers. You accept and endorse these terms and agree to comply in all respects with the corresponding obligations of a Provider. You may view the buyer's conditions on Our Website at any time.

Value-added Tax (Seller Terms)

Fees and commissions specified in Our Website are exclusive of VAT.

If you are located in Ireland, we will show and retain the amount of VAT due on our charge for our services in addition to the amount of commission due to us.

If you are located in Ireland, and you provide a valid Irish VAT registration number, we will not charge or deduct VAT from sums due to you.

Ubiquitous Fitness has the right to demand additional information about your business so far as it may affect your VAT registration, at any time, from you or from a governmental authority.

Our commission and payment to you (Seller Terms)

We sell Your Service at the price you place on it, subject to these terms and the requirements we set out on Our Website from time to time.

Our fees and commissions are payable on demand. You irrevocably authorise us to deduct them from sums paid to us by your buyer.

Our Website selling system is an automated system that you can follow through a "control panel."

The proportion of each sale receipt retained by us is as set out elsewhere on Our Website.

Where our commission is based on a percentage of the sale price, you may not artificially inflate the delivery charge and reduce the price of the Provider Service in order to reduce our commission. If we believe that you do so, we may immediately cease to deal with you.

We will pay you within 30 days of the confirmed despatch of the order.

If you have a bank account in Ireland, we will transfer money in full via the internet.

If you do not have an account in Ireland, we will transfer money in any sum at your request and at your cost. We will pay for the transfer if the sum due is over the limit specified from time to time on Our Website.

We will send you an invoice for our charges.

If we do or could earn interest on any cash balance in our control for the period between payment by a customer and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.

If a buyer's action results in a charge back to our account, you agree that we may deduct the sum charged back, together with any fee paid to our service provider and bank, from any sum due to you at or after that time.

If you or we accept any cancellation and consequently refund money to a customer, we are not obliged to repay the commission to you.

If in our discretion, we believe that your performance as a Provider results in a significant number of charges back and/or buyer disputes or if we believe you are in breach of this agreement, we are free to hold back payments to you until we are satisfied that disputes have been settled and/or breach rectified.

Advertising your Provider Service (Seller Terms)

If you accept our offer to advertise, market or promote Your Service, the following conditions apply.

We may use the services of a specialist internet marketing business associated with Ubiquitous Fitness.

Without prior consent of the other, neither we nor you will contract with any other person or company for specialist services. Here your obligation is limited to the extent of the price charged and due to us.

The price charged to you will include all payments we make to others.

The cost of work ordered by you is payable in full, in advance. If you so request us, by indication on Our Website, we will deduct the cost from your account.

We give no guarantee as to the success of any advertising placed.

We shall receive no secret commission on advertising services. But note that the service supplier is associated with us.

Your Provider Service warranties (Seller Terms)

You warrant that any Provider Service you place on Our Website for sale:

  1. is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;
  2. does not offend against the law of any country whose citizens might purchase it;
  3. is not intended primarily to advertise any business, except your business, so far only as it is carried on through Ubiquitous Fitness.

You warrant that you own the copyright of any Provider Service you place on Our Website for sale, or that you have the permission of the copyright owner:

  1. to place the Provider Service on Our Website for sale;
  2. to receive the net proceeds of such sales as arise;
  3. to defend the copyright in the Provider Service.
How we handle your Content (Seller Terms)

If you Post Content to any public area of Our Website, it becomes available in the public domain. We have no control over who sees it or what anyone does with it.

Posting Content of any sort does not change your ownership of the copyright in it. We have no claim over it, and we will not protect your rights for you.

You understand that you are personally responsible for your breach of someone else's intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.

You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

Please notify us of any security breach or unauthorised use of your account.

Restrictions on what you may Post to Our Website (Seller Terms)

We invite you to Post Content to Our Website for [marketing your services and services and in other ways]. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.

We do not undertake to moderate or check any item Posted.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

  1. be unlawful, or tend to incite another person to commit a crime;
  2. be obscene, offensive, threatening, violent, malicious or defamatory;
  3. be sexually explicit or pornographic;
  4. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
  5. use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement;
Your Posting: restricted Content (Seller Terms)

In connection with the restrictions set out below, we may refuse, edit, or remove a Posting that does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

  1. hyperlinks, other than those specifically authorised by us;
  2. keywords or words repeated, which are irrelevant to the Content Posted.
  3. the name, logo or trademark of any organisation other than yours.
  4. inaccurate, false, or misleading information;
  5. material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old.
Security of Our Website (Seller Terms)

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

  1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
  2. link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
  3. download any part of Our Website, without our express written consent;
  4. collect or use any service listings, descriptions, or prices;
  5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
  6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Services;
  7. share with a third party any login credentials to Our Website;
Copyright and other intellectual property rights (Seller Terms)

All Content on Our Website, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of services for sale. It is all protected by international copyright laws.

You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement or with our written consent.

For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

Interruption to Our Service (Seller Terms)

We give no warranty that Our Service will be satisfactory to you.

We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of Our Service for repairs, maintenance or other good reasons. We may do so without telling you first.

You acknowledge that Our Service may also be interrupted for reasons beyond our control.

You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to Our Service.

Our disclaimers (Seller Terms)

We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss whatever.

Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.

We are not liable in any circumstances for damages resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.

Ubiquitous Fitness’s website and Ubiquitous Fitness services are provided "as is". As to Our Website and Our Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:

  1. as to fitness of Our Website and Our Service for a particular purpose;
  2. as to availability and accessibility, without interruption, or without error;
  3. any obligation, liability, or remedy in tort whether or not arising from our negligence;

You now expressly release us from any and all claims and liability, known and unknown, arising in any way from a dispute between you and a buyer.

Your indemnity to us (Seller Terms)

You agree to indemnify us against all loss and expense, including legal fees and management time-related in any way to:

  1. a claim by any person in respect of any Provider Service;
  2. protecting the reputation of our business by our making a payment to a customer of yours in circumstances where you have failed to make that repayment or otherwise comply with your contract with that customer.
  3. any cost to us arising from a decision by us to comply as your agent, with any obligation of yours, whether or not we have your permission, arising out of any regulation or law, including:
    1. the deletion or amendment of any text or other content you have placed on Our Website;
    2. any payment we make on an ex gratia basis arising from a contract between you and a customer;
    3. legal or other fees we incur in defending a claim or the imposition of a fine or penalty;
    4. our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.
Data Protection Act 2018 Compliance (Seller Terms)

Your own personal data will be held and processed by us in the ways set out in our privacy policy at ubiqfitness.com.

Insofar as we process personal and other data of the buyers or other person with whom you interact in the course of your business following terms apply:

  1. to satisfy your legal obligations and ours, we will agree to comply with the provisions of the Schedule.
  2. those obligations shall continue to apply after expiry or termination of this agreement for any reason.
Miscellaneous matters (Seller Terms)

You undertake to provide us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

If you are in breach of any term of this agreement, we may:

  1. terminate your account and refuse access to Our Website;
  2. remove or edit Content, or cancel any order at our discretion;
  3. issue a claim in any court.

Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

Any communication to be served on either of us by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

It shall be deemed to have been delivered:

  1. if delivered by hand: on the day of delivery;
  2. if sent by post to the correct address: within 72 hours of posting;
  3. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control, [including any labour dispute].

In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

The validity, construction and performance of this agreement shall be governed by the laws of Ireland, and you agree that any dispute arising from it shall be litigated only in Ireland.

Schedule: Data Protection Act 2018 Compliance (Seller Terms)
1. Definitions (Schedule - Seller Terms)

In this Schedule, the following words shall have the following meanings:

“Act”
means the Data Protection Act 2018.

“Associate”
means any corporate or other form of organisation or any individual person with whom you have an association which does, or could, entail the transfer of personal data to us for processing.

“Directive”
means Directive (EU) 2016/680 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and on the free movement of such data, and repealing Council Framework Decision 2008/977/JHA.

“DPC”
means the Data Protection Commission

“the Data Protection Regulations”
means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

“the Law”
means all or any of:

  1. the Data Protection Regulations,
  2. the Act,
  3. the Data Protection Act 1988,
  4. the Data Protection Act 2003,
  5. regulations made under the Act,
  6. Directive.

"data controller", "data processor", “sub-processor”, "data subjects", "personal data", "process", "processed" and "processing" shall have the meanings respectively, as defined in the Act.

In this agreement, “personal data”, is limited to data which comes into our hands in some way connected to this agreement.

2. Data Protection (Schedule - Seller Terms)
2.1. (Schedule - Seller Terms)

The obligations described in this Schedule are in addition to our obligations under the Law.

2.2. (Schedule - Seller Terms)

To enable us to provide the Services under this agreement, you authorise us to process personal data on your behalf.

2.3. (Schedule - Seller Terms)

We both agree that you and your Associates are data controllers, and we are your data processor in relation to personal data.

2.4. (Schedule - Seller Terms)

Details of the anticipated processing activities are set out at Appendix 1 to this Schedule.

3. How we shall process data (Schedule - Seller Terms)

We shall at all times comply with the provisions and obligations imposed by the Law and, in particular, shall:

3.1. (Schedule - Seller Terms)

process personal data only to the extent necessary to provide the Services;

3.2. (Schedule - Seller Terms)

ensure that every person processing personal data under this agreement does so strictly on a need-to-know basis, has received training on their obligations relating to handling of personal data and is bound by confidentiality obligations no less stringent than our confidentiality obligations under this agreement;

3.3. (Schedule - Seller Terms)

in order to use commonly accepted international communications and money transfer protocols, it will be necessary to use sub-contractors for certain service provision. We shall not necessarily be aware of the identity of every organisation involved in the train of communications. When that happens, we accept full responsibility for our compliance with the Law.

3.4. (Schedule - Seller Terms)

subject to the exceptions mentioned in the last previous sub-paragraph, we will not use subcontractors for personal data processing under this agreement without your prior written consent.

3.5. (Schedule - Seller Terms)

wherever possible, enter into a written contract with each such sub-processor, which includes the same obligations on the sub-processor as those imposed on us by You under this agreement.

3.6. (Schedule - Seller Terms)

subject to the other provisions of this Schedule, not process personal data or permit any third party to process personal data outside of the European Economic Area (EEA) unless:

3.6.1 (Schedule - Seller Terms)

EU standard contractual clauses approved by the European Commission or the DPC are entered into between you or your relevant Associate as data exporter, and the relevant recipient of the personal data as data importer; or

3.6.2 (Schedule - Seller Terms)

the recipient of the personal data has entered into a data processing agreement with you; or

3.6.3 (Schedule - Seller Terms)

the recipient of the personal data is regulated within the United States of America solely by the U.S. Department of Commerce, is certified under the EU/US Privacy Shield framework, and continues to be certified for the period within which it processes the personal data; or

3.6.4 (Schedule - Seller Terms)

the recipient of the personal data has entered into binding corporate rules, which are valid in respect of the processing of personal data under this agreement and have been approved by the European Commission or the DPC; or

3.6.5 (Schedule - Seller Terms)

the transfer is to a recipient located within a jurisdiction whose law relating to the processing of personal data has been approved by the European Commission or the DPC (subject to any applicable restrictions).

3.7. (Schedule - Seller Terms)

have in place at all times appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the personal data, to prevent accidental, unauthorised or unlawful destruction, loss, alteration, or access to personal data, including as a minimum whatever security measures you notify and instruct us to use. Examples of such measures are:

3.7.1 (Schedule - Seller Terms)

the pseudonymisation and encryption of personal data;

3.7.2 (Schedule - Seller Terms)

the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and

3.7.3 (Schedule - Seller Terms)

a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing;

3.8. (Schedule - Seller Terms)

maintain a written record of all categories of processing activities carried out on your behalf and when you ask, copy it to you. The record shall contain:

3.8.1 (Schedule - Seller Terms)

Our name and contact details and (where applicable) those of our approved sub-processors and details of their respective data protection officers;

3.8.2 (Schedule - Seller Terms)

the categories of personal data, data subjects and processing activities carried out on behalf of you and your Associates;

3.8.3 (Schedule - Seller Terms)

where applicable, transfers of personal data to a third country (i.e. non-EU Member State) or an international organisation, including identification of that third country and documentation evidencing implementation of suitable safeguards; and

3.8.4 (Schedule - Seller Terms)

a general description of the technical and organisational security measures we have installed as referred to in Article 32(1) of the Data Protection Regulations;

3.9. (Schedule - Seller Terms)

when you ask, give to you or to the DPC, access to our employees, data processing facilities, procedures, and records to inspect and audit compliance with the Law and the terms of this agreement. We shall (and shall ensure any sub-processor shall) give all reasonable cooperation and assistance.

3.10. (Schedule - Seller Terms)

immediately tell you (and in any event within 24 hours) after becoming aware of any actual or suspected unlawful destruction, loss, alteration, disclosure of, or access to, personal data transmitted, stored or otherwise processed by you or any sub-processor under this agreement;

3.11. (Schedule - Seller Terms)

provide reasonable assistance to you in:

3.11.1 (Schedule - Seller Terms)

responding to data subject's requests to exercise their rights under the Act;

3.11.2 (Schedule - Seller Terms)

responding to communications received from the DPC relating to the processing of personal data under this agreement, including notifying You immediately of any such communication;

3.11.3 (Schedule - Seller Terms)

taking measures to address data security incidents, including, where appropriate, measures to mitigate their possible adverse effects;

3.11.4 (Schedule - Seller Terms)

promptly upon your request, transfer personal data to a third party in compliance with a request from a data subject to exercise their right to data portability;

3.11.5 (Schedule - Seller Terms)

make available to you on request all information necessary to demonstrate compliance with the obligations set out in this Schedule; and

3.11.6 (Schedule - Seller Terms)

at your request (no more than once in every calendar year) complete and return without delay your information security and data protection questionnaires.

4. Post termination (Schedule - Seller Terms)
4.1. (Schedule - Seller Terms)

Upon termination of this agreement, we and any sub-processor shall:

4.1.1 (Schedule - Seller Terms)

physically destroy all copies of media upon which any personal data was supplied and any further copies made by us;

4.1.2 (Schedule - Seller Terms)

return all personal data stored in hard copy to you;

4.1.3 (Schedule - Seller Terms)

delete all personal data stored in soft copy, by some method which prevents future re-activation of that data;

4.2. (Schedule - Seller Terms)

Where we or our sub-processor is required to retain personal data in order to comply with applicable law, we will tell you and will retain such personal data only in our capacity as a data processor and shall comply with our obligations as a data processor, as far as applicable law permits.

5. Warranty and acceptance of liability (Schedule - Seller Terms)
5.1. (Schedule - Seller Terms)

We represent and warrant that the information provided in any response to any request by you shall be complete, true and accurate, and will not misrepresent our business or practices in respect of our ability to comply with the Law and our obligations under this agreement.

5.2. (Schedule - Seller Terms)

If any act or omission of ours or our sub-processors results in data transmitted or processed under this agreement being lost or degraded so as to be unusable, then we shall be liable to you for the cost of reconstituting the data and/or yours and your Associate's costs in recreating such data.

Appendix 1 to Schedule (Seller Terms)
Data Processing Activities (Appendix 1 - Seller Terms)

What we or you may process in each category

1. We shall process this basic personal data (Appendix 1 - Seller Terms)

1.1. Name

1.2. Address

1.3. Email address

1.4. Phone number

1.5. Date of birth

1.6. Technical information relating to electronic communication, which is personal information only when associated with the name or identity of the data subject

1.7. [list all other depending on whether data passes]

2. We shall process the data of these data subjects (Appendix 1 - Seller Terms)

Data of buyers, so far as their data is required in order to satisfy our obligations under this contract and comply with the Law.

3. This is why and how we shall process personal data (Appendix 1 - Seller Terms)
3.1. (Appendix 1 - Seller Terms)

Our processing of personal data will be limited to such activity as is reasonably required to satisfy our obligations under this contract.

3.2. (Appendix 1 - Seller Terms)

We shall not make contact with any data subject nor seek additional data from any other source.

4. Retention period (Appendix 1 - Seller Terms)
4.1. (Appendix 1 - Seller Terms)

We may retain personal data, along with much other data, for six years, for these reasons:

4.1.1. (Appendix 1 - Seller Terms)

for accounting and taxation purposes;

4.1.2. (Appendix 1 - Seller Terms)

to provide evidence if required in connection with a legal claim;

4.1.3. (Appendix 1 - Seller Terms)

for any other reason where the law provides a six years limitation period;

4.2. (Appendix 1 - Seller Terms)

If any event occurs that requires us lawfully to continue to retain data beyond that period, then we may do so.