NearYou
Instructor and studio Website Service terms and conditions

Last Updated: May 2018

Terms and conditions for the use of NearYou (scroll down)

Please read these terms and conditions ('Terms') carefully before using the website operated by Beechwood Communications Limited (Company Number: 02990440) whose registered office is at 15 Mary Seacole Rd, The Millfields, Plymouth, PL1 3JY ('NearYou'). They contain important information about your rights and obligations. You can print out these Terms by clicking on the print icon on your browser.

1. Introduction

1.1 These Terms govern your access to and use of the NearYou Website, NearYou Services and the NearYou Application and are a binding legal agreement between you and NearYou.

1.2 NearYou provides an online platform that connects health and fitness providers including instructors, teachers, studios, gyms and clubs who have classes, workshops, events training courses, bootcamps and retreats, to list and take bookings from members of the public seeking to book such activities, which services are accessible both at a) www.mynearyou.com and any other NearYou websites and NearYou Services Providers websites through which NearYou makes such services available, and b) as an application for mobile, tablet and other smart devices and application program interfaces.

1.3 By clicking on the 'I Accept' box you agree to be legally bound by these Terms as they may be modified and posted on the NearYou Website or the NearYou Application from time to time. If NearYou modify these Terms, NearYou will provide you notice of the modification by email. Changes to the Terms will be effective at the time of posting. Your continued access or use of the NearYou Website, NearYou Application or NearYou Services will constitute acceptance of the modified Terms.

1.4 If you do not wish to be bound by these Terms then you may not engage with the NearYou Application or NearYou Services.

1.5 Please also read carefully our Privacy Policy at https://www.mynearyou.com/privacy-policy.php.

2. Your Participation

2.1 Your sign up and successful payment constitutes an offer to NearYou to make available your Instructor Services through NearYou and acceptance by NearYou.

NearYou hereby grants to you a non-exclusive, non-transferable right to access and participate in the NearYou Services during the Contract Term.

2.2 You agree and undertake that:

2.2.1 By accepting these Terms and using the NearYou Services on behalf of a studio, company, organisation, government, or other legal entity, you represent and warrant that you are authorised to do so.

2.2.2 You will keep a secure password for your participation in the NearYou Services, that such password shall be changed no less frequently than once a year and that you shall keep your password confidential.

2.3 You shall not access, store, distribute or transmit any Viruses, or any material during your use of the NearYou Services that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive or which copies third party material;

2.3.2 facilitates illegal activity;

2.3.3 depicts sexually explicit images;

2.3.4 promotes unlawful violence;

2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

2.3.6 causes damage or injury to any person or property;

and NearYou reserves the right, without liability to you, to disable your access to any material that breaches the provisions of this clause

2.4 You shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and aside from widget and frame deployment to enable display of necessary elements of content on third party websites, and except to the extent expressly permitted under these Terms;

2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the NearYou Services in any form or media or by any means;

or

2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the NearYou Services; or

2.4.3 access all or any part of the NearYou Services in order to build a service which competes with the NearYou Services and shall be at liberty to take legal action against the individual or company concerned; or

2.4.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the NearYou Services available to any third party or provide services to such third parties.

2.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the NearYou Services and, in the event of any such unauthorised access or use, promptly notify NearYou.

2.6 By placing a request to participate in the NearYou Services and in making available the Instructor Services, you warrant that:

2.6.1 You possess the necessary skills, expertise and experience, and all necessary qualifications and licences to provide private Instructor Services and will if requested by NearYou provide proof to NearYou of the same; and

2.6.2 you are legally capable of entering into binding contracts; and

2.6.3 you are at least 18 years old; and

2.6.4 you are resident in one of the Serviced Countries.

3. NearYou Services

3.1 NearYou shall, during the Contract Term, provide the NearYou Services.

3.2 NearYou shall use commercially reasonable endeavours to make the NearYou Services available twenty-four hours a day, seven days a week, except for:

3.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am GMT; and

3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that NearYou has used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.

4. Subscription Eligibility

QUALIFIED TO TEACH: You warrant that you or your instructors are qualified to teach and have valid instructor qualifications covering the classes and courses available on your listing. You accept that NearYou may as required request certificates of these qualifications or request a third-party confirm the instructor has the required qualifications to teach members of the public.

CHILDREN: If you teach children you warrant that you have certificates regarding teaching and supervision of children. Further, that you have conducted all necessary checks on instructors and staff to ascertain their suitability to teach children.

VALID INSURANCE: On subscribing to the NearYou Services you warrant that you have valid insurance to cover any loss, injury or claim by a member of the public using the Instructor Services. Current and adequate insurance is a mandatory requirement of using the NearYou Services. NearYou retains the right to suspend or close your account should you be unable to prove you hold valid in-force public liability insurance cover.

LOCATIONS: You confirm that your venues have genuine, verifiable and accessible physical addresses. If you operate one to one classes then you must state this clearly on your profile. Should a service provider be found to have listed venues that are not at a genuine verifiable address NearYou reserves the right to remove those locations without notice.

CONTACT INFORMATION: Use of the system requires that service providers have valid telephone, mobile email addresses and a verifiable business address and a contact person. By agreeing to this contract you herby consent to NearYou team contacting you via, letter, e-mail, telephone/mobile phone, and message systems for the purposes of customer care, research, your account status, payments, renewals, lapsed accounts, and responding to members of the public customer queries and complaints.

5. Subscription Plans and Payments

5.1 MONTHLY PLAN ACCOUNT: paid monthly in advance at the prevailing rate. Plan accounts are based on the level you choose. NearYou will take payment 5 days prior to the monthly renewal date. You can view your subscriptions and next payment date details in your admin area.

In the event that NearYou is unable to take payment before the expiry date, the account will expire and your profile downgraded to a class listing profile with reduced functionality including the ability to access email enquiries.

5.2 ANNUAL PLAN: paid annually in advance at the prevailing rate. Plan accounts are based on the level you choose. NearYou will take payment for 12 months in advance.

You can view your subscriptions and your renewal date(s) in your admin area.

5.3 PLAN UPGRADES. You can upgrade your account at anytime. The monthly or annual renewal date will remain the same. NearYou will calculate the price based on the number of days remaining on the existing monthly plan or annual plan and charge the card for the difference.

5.4 REFERRAL UPGRADES: From time to time NearYou may offer a time limited free referral upgrade. At the end of the time limited upgrade your account will revert back to the account status prior to the upgrade. You can continue with an upgraded account by paying the appropriate upgrade fee.

5.5 TRIAL ACCOUNTS

5.5.1 From time to time NearYou may offer at its discretion a trial account. This account is a limited time fully functioning account profile.

At the end of the advertised special trial period NearYou will be automatically invited to take out a paid subscription.

5.5.2 By participating in a trial you accept that at the end of the designated trial period if you do not take out a paid subscription the account will be downgraded to a listing profile with limited functionality including access ability. NearYou reserves the right to de-list your account at any time without notification.

5.5.3 Expired trial accounts can be upgraded to an active account at any time by logging into the administration system and paying the appropriate subscription fee. By activating the account, you can access and update profile information and view enquiries in your account area.

6. Cancelling a Subscription

6.1 MONTHLY PLAN: You can cancel a monthly subscription at any time by using the cancel facility in the admin area. No further payments will be taken.

6.2 ANNUAL PLAN: This plan is non-cancellable and no refunds are available. At the end of the term you will be INVITED to renew your plan at the prevailing rate.

6.3 COOLING OFF: for new customers, we offer a 7 day cooling off period. If you cancel within the period using the cancel button in your admin you will be automatically refunded.

6.4 REMOVAL FROM CLIENT ACCOUNT LISTINGS: If you no longer wish to be listed on the NearYou Website, and applications you can ask to be removed by emailing us using support@nearyouwebsites.com. NearYou reserve the right to remove listings at any time and without notification.

6.5 You accept that your profile pages, sub domains and content are not transferable to another provider or third party.

6.6 Enquiries from the public including their personal data is non- transferable on accounts that are not active.

6.7 NearYou solely and exclusively reserves the right to suspend or cancel a listing.

6.8 You may cancel this agreement at any time. See our cancellation details below.

To cancel this agreement, you must use the cancellation button in your administration area. Cancellations will only be accepted by using the cancellation button in the administration area. Telephone cancellations are not accepted.

7. NearYou 's Obligations

7.1 NearYou will deal with you in a fair and honest way.

7.2 NearYou uses a high standard of connectivity and an infrastructure that incorporates several levels of redundancy. Whilst this combination provides one of the best environments for your web pages, NearYou does not guarantee availability. NearYou does not offer guarantee against hackers, or malicious attacks on the NearYou website by parties, known or unknown.

8. Your Obligations and Rights

You shall:

8.1 provide NearYou with:

8.1.1 all necessary access to such information as may be required by NearYou in order to render the NearYou Services, including but not limited to your Data;

8.1.2 comply with all applicable laws and regulations with respect to your activities under these Terms;

8.1.3 practice a duty of care to the Student in respect of the way you discharge the Instructor Services such as (but not limited to) carelessly teaching the wrong syllabus;

8.1.4 exercise your professional expertise and judgement;

8.1.5 undergo any relevant continuing professional development or other training necessary to provide the Instructor Services;

8.1.6 the Instructor Services so as to reflect accurately current information or practice;

8.1.7 practice a dispute resolution service directly with a Student in the event a Student lodges a complaint of any kind with you in relation to the Instructor Services where such Student is directed to you via the NearYou Services. You acknowledge and agree that NearYou has no responsibility to intervene or resolve any dispute between you and a Student.

8.2 You acknowledge that the NearYou Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. NearYou makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not NearYou. NearYou recommends that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. NearYou does not endorse or approve any third-party website nor the content of any of the third-party website made available via the NearYou Services.

8.3 You must not:

8.3.1 recruit or otherwise solicit any other member to join third-party services or websites that are competitive to the NearYou Services;

8.3.2 recruit or otherwise solicit any member to join third-party NearYou Services, applications or websites, without our prior written approval;

8.3.3 impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity and shall be at liberty to take legal action against the individual or company concerned;

8.4 CONTENT UPLOAD

Any content you upload to the NearYou Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the NearYou Services a limited licence to use, store and copy that content and to distribute and make it available to third parties.

8.5 Public enquiries are accessible to active members only. You accept that access to email enquiries is based on an active paid subscription or limited trial status. You acknowledge and agree that all enquiries remain the property of NearYou.

8.6 It is very important that service providers follow up enquiries quickly. We expect enquiries be contacted within 48 hours of the enquiry being sent.

8.7 Enquiries sent to you will be visible in the prospect admin system for up to 12 months. After which you will no longer be able to view these enquiries. You should remove these from your devices if the enquire has not booked a class with you and you should not contact them unless they have given you explicit consent to do so.

9. Content

9.1 You accept responsibility for checking all content on your Profile pages and for maintaining the accuracy of class schedules, class descriptions, events, workshops, retreats, boot camps, prices, special offers, qualifications, insurance providers and contact details and any trade bodies or associations.

9.2 You accept NearYou will not be liable for any claims or losses as a result of you failing to maintain your web content or abiding by any rules, copyright or guidelines of official bodies or national applicable laws.

9.3 COPYRIGHT: You confirm that you own or licence any materials uploaded to NearYou website and Applications. Including and without limitation, photos, logos and video.

9.4 Images posted by you on NearYou websites and application which contain web addresses (or social media tags, user names, group names, identifiable references), telephone numbers or email addresses for third party websites or third party organisations are not considered to be an accepted use of the NearYou Services and NearYou reserves the right to remove such images without prior notice.

9.5 You grant NearYou the right to distribute your content on the NearYou platform www.mynearyou.com and any other NearYou websites and NearYou Services Providers websites and applications through which NearYou makes such services available, and b) as an application for mobile, tablet and other smart devices and application program interfaces.

10. Instructor Qualifications and Accreditations

The following applies to you whether you operate from your own or rented venues, a studio facility, gym, or provide Instructor Services at a holiday or other recreational retreat facility:

10.1 If you confirm that you or another individual whose details appear on the NearYou Website hold qualifications or accreditations or have memberships of or are affiliated to any relevant bodies or associations, such information should be accurate and current and should not be misleading. If found to be untrue or misleading, NearYou reserve the right to remove/amend your listings from the NearYou Website without notice and without compensation;

10.2 You accept that any statement of qualifications, accreditations, or experience held made by you or on behalf of your instructors is wholly your responsibility.

11. Special Offers

11.1 Special Offers- Any special offers posted by you must be accurate and current and should not be misleading. Your Terms and conditions for the offer must be included.

11.2 By entering details of offers, you grant NearYou the right to post details of special offers on the NearYou Website, third party websites and social media websites.

11.3 You are solely responsible for the fulfilment and administration of offers. To the fullest extent permitted by law, NearYou shall not be liable for any loss, damage or injury, or financial claims whatsoever caused by matters relating to any offers advertised on the NearYou Website by you.

11.4 NearYou reserves the right to withdraw offers advertised by you or venue suppliers participating in a promotion, at any time.

12. Blogs

12.1 By submitting an blog/article which is accepted by NearYou for publication you grant NearYou the exclusive rights to publish the blog/article.

12.2 You agree that NearYou can make editorial amendments and distribute the article on the web and social media. NearYou will credit you as the originator of the article and link the article to your website profile on the NearYou Website.

12.3 Articles submitted by you for inclusion in the NearYou news blog must fulfil the following criteria:

12.3.1 The article must contain original content, written entirely by you with no duplicate copy or plagiarism;

12.3.2 The article must relate to the website and/or a suitable related fitness topic;

12.3.3 The article must not be published elsewhere or scheduled for future publication;

12.3.4 The article must not promote any other products, brands or online services;

12.4 NearYou reserves the right to reject any articles it regards in its sole discretion as unfit to publish.

12.5 NearYou reserves the right to edit and amend material submitted by you.

12.6 In the event that the blog/story appears elsewhere whether in electronic or physical form NearYou reserves the right to request the media in question to remove the story or compensate NearYou.

13. Reviews and Prohibited Activity

13.1 You accept and acknowledge that NearYou operates an independent automated review system through a third party. These reviews automatically appear on your website profile and the NearYou Application. Reviews are from verified Students who made a purchase.

13.2 You accept that NearYou monitors reviews and will contact Students directly should a review attract a poor star rating. This is for the purpose of ensuring the high quality standards expected by NearYou and the public. We will seek to resolve any issues however we do not guarantee that review posts will be removed.

13.3 You acknowledge and agree that NearYou is not responsible or liable for any damages or loss as a result of a negative or damaging review that appears on the NearYou Website or application.

13.4 Business owners should contact NearYou using the contact form in the NearYou administration area if you feel that a review unfairly reflects on your business. NearYou will request that the review is re-rated subject to the matter being resolved with the customer.

13.5 Reviews are only accessible and available on the NearYou platform vis the Review system feed. In the event that an instructor cancels and drops to a listing the reviews will no longer appear on the listing, search pages or any other applicable pages on the NearYou websites and APPS.

13.6 Reviews are only available to active subscribers with NearYouPay enabled. In the event that the NearYouPay is disabled reviews will no longer appear on the website or mobile APPS.

13.7 Reviews are the commercial property on NearYou websites and participation by the public in giving reviews remains the property of NearYou. You accept NearYou is fed these reviews via Feefo and that copying reviews onto your own website is not allowed.

13.8 You may not do any of the following while accessing or using the NearYou Services.

13.8.1 Scraping the NearYou Services;

13.8.2 Access or search or attempt to access or search the NearYou Services by any means other than through manual use of the currently available location search or links on the NearYou Website;

13.8.3 Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.

13.8.4 Attempt to forge any TCP/IP packet header or any part of the header information in any email, HTTP request or posting, or in any way use the NearYou Services to send altered, deceptive or false source-identifying information;

13.8.5 Attempt to disrupt the NearYou Services in any way or interfere with, the access of any user, host or network, or create an undue burden on the NearYou Services;

13.8.6 Inject or paste in code into content; including without limitation web addresses, email addresses, payment link code and any form of malicious software. NearYou will remove such items and reserves the right to take action against you or companies or individuals who disrupt the NearYou Services by such actions. You accept that you may be liable for damages and costs associated with the above.

13.8.7 Conduct any activity which clearly constitutes a false registration containing misleading information or data or which in the sole opinion of NearYou will cause NearYou to come into disrepute. NearYou will without notification disable the offending account and shall be at liberty to take legal action against the individual or company concerned.

14. Online Bookings Facility

14.1 You have the option to activate an online payment system made available by NearYou as part of the NearYou Services (the 'NearYou Online Payment Facility').

4.2 The NearYou Online Payment Facility incorporates and grants you the option (not the obligation) to then activate an online payment solution provided by a third party payment service provider (the 'Payment Service Provider').

14.3 The Payment Service Provider is regulated pursuant to the Payment Services Regulations 2009 (SI 2009/209) and you have certain statutory rights under the Payment Services Regulations 2009 (SI 2009/209) which are not affected. NearYou are not providers of payment services or in any governed by the Payment Services Regulations 2009 (SI 2009/209).

14.4 If you do elect to register with the Payment Service Provider you must complete the registration process with such Payment Service Provider directly using the link within the NearYou Online Payment Facility. You will be subject to the Payment Service Provider's own terms and conditions which you must read carefully.

14.5 For the avoidance of doubt, for the purposes of the NearYou Online Payment Facility, NearYou are merely providers of the overarching technical infrastructure in relation to payment processes via the NearYou Services but NearYou are not responsible for nor have any control over the technical platform operated by the Payment Service Provider. NearYou excludes liability for any loss or damage arising from your registration with the Payment Service Provider.

14.6 Once you have registered with the Payment Service Provider all transactions with customers by financial value and quantity ('Customer Transaction(s)') can be viewed by NearYou within the NearYou Online Payment Facility. You will also receive a report of all Customer Transactions via the NearYou Online Payment Facility as part of your subscription to the NearYou Services.

14.7 NearYou will charge the NearYou Services Charge on each Customer Transaction. The NearYou Online Payment Facility enables NearYou to collect the NearYou Services Charge in relation to any recurring payment arrangement you establish with customers. The NearYou Services Charge is subject to VAT in the EU but will not be charged in the United States of America.

14.8 If you elect to cancel your registration with the payment service provider your right to use the NearYou Online Payment Facility will terminate and the NearYou Online Payment Facility (including reporting) will no longer be available. However, your cancellation of registration with the payment service provider does not have the effect of terminating your subscription to the NearYou Services which shall continue subject to these Terms.

15. Activating Online Payments

15.1 Active subscribers can accept online booking and payments by activating a Stripe account in the NearYou admin area. This service can be activated at any time on paid active accounts only. The service can be deactivated at any time.

15.2 Payments are taken securely by a third party (Stripe) and are paid directly into your nominated bank account (minus the Stripes card fee and transaction fee) and are subject to Stripes terms and conditions. You accept that NearYou are not responsible for third party transaction processing or payments.

16. Online Bookings: Your Obligations

16.1 As a NearYou Services Providers you acknowledge that you are solely responsible for honouring any Bookings and making available any services reserved through the NearYou Services.

16.2 You acknowledge and agree that as a NearYou Service Providers, you are solely responsible for performing the obligations of any such agreements, that NearYou is not a party to such agreements, and disclaims all liability arising from or related to any such agreements.

16.3 The acknowledge that the NearYou booking fee visible on the final payment checkout page prior to placing the Booking. This fee is collected by us and is non-refundable.

16.4 Once your confirmed Booking transaction is complete you will receive a confirmation communication summarising the confirmed Booking. If you are unable to meet the booking requirement for any reason you must contact the student direct and either re-schedule or refund the payment.

16.5 As a paid up NearYou Service provider bookings received are viewable in your administration area.

16.6 Online bookings can be administered in the administration area where you can re-schedule bookings, or refund customers. You accept that booking fees are non-refundable.

16.7 Payments by the public for Services are remitted direct to the NearYou Services Providers less applicable NearYou Services fees.

16.8 Refunds charges and disputes over payments are subject to Stripes terms and fees may be chargeable.

17. NearYou Services Fees and Other Fees

You accept that we charge the customer (public) a NearYou Services Fee when booking a service accessible both at a) www.mynearyou.com and any other NearYou websites and NearYou Services Providers websites through which NearYou makes such services available, and b) as an application for mobile, tablet and other smart devices and application program interfaces.

18. Booking Modifications and Cancellations

If a Member of the public wish to cancel a Booking or modify a booking these can only be made via you the Services Provider with your agreement and subject to your business terms. You accept that Near You accepts no liability for any such changes to a Booking.

19. Pricing and Tax Obligations

19.1 You accept responsibility for setting and checking your own advertised prices across ALL your services on the NearYou platforms, including any special offers.

19.2 It is your responsibility to include any applicable national, country, state or local tax in the prices displayed on the NearYou Website and applications. NearYou will not account for or be responsible for any taxes due on your advertised prices. In circumstances where your prices are subject to local and country tax you must include the tax inclusive sum,

19.3 NearYou shall only levy the NearYou Services Charge against the net price in the UK exclusive sum. No vat (tax) is charged on the service fees in the USA. You accept in the event that a payment is refunded that the Student will not receive a refund on the service fee.

20. Bookings Outside Nearyou

If you take a Booking and payments for Services outside the NearYou Website you acknowledge and agree that you: accept all risks and responsibility for bookings and payments, and (iii) indemnify us from any liability for such payment.

21. Claims and Disputes

21.1 You accept that in the event that a Student has a serious complaint or you fail to provide the Instructor Services as ordered NearYou will attempt to resolve the issue. If you fail to respond or resolve the issue in 24 hours NearYou will refund the Student in full from your account.

21.2 As a NearYou Services Providers agree to cooperate with and assist us in good faith, and to provide us with such information and take such actions as may be reasonably requested by us, in connection with any damage claims or other complaints or claims made by Guests and Members relating to the NearYou Services, NearYou Services Providers or with respect to any investigation undertaken by us or a representative of ours regarding use or abuse of the NearYou Services.

21.3 In the event of a serious complaint or taking bookings for classes and failing to provide the Instructor Services as advertised and booking or misleading the Student in the service description or refusing entry to a Student because of a mistake NearYou reserve the right to disable your online payment facility and in a serious case seek compensation from you to cover any refund NearYou makes to the Student and in addition, in the form of damages for loss of reputation.

22. Your Obligations in Relation to Personal Data

22.1 NearYou owns the Data in all referrals to you made via the NearYou Services. You may only access such Data.

22.2 When NearYou makes available the Data you shall be the data processor and NearYou shall be a data controller and in any such case

22.3 You shall process the Data only in accordance with these Term

22.4 You shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Data or its accidental loss, disclosure, destruction or damage appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, disclosure, destruction or damage and the nature of the Data to be protected, having regard to the state of technological development and the cost of implementing any measures.

22.5 You shall notify NearYou without undue delay and not later than 24 hours from becoming aware of the same in writing of any actual or suspected Personal Data breach affecting the Personal Data and cooperate fully with NearYou in connection with any action that NearYou may elect to take in respect of such notice or actual or suspected breach (such notification, being a "Data Breach Report"). The Data Breach Report shall include a description of the nature of the breach including, without limitation and where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned, a description of the initial remedial measures taken by you or proposed to be taken by you to address the breach, including without limitation and where appropriate, measures to mitigate its possible adverse effects, and any other information and/or issues pertinent to the breach; and confirmation of whether or not you have provided all relevant information in relation to the breach to NearYou. You acknowledge and agree that NearYou may use Data Breach Reports and the information provided to NearYou in legal proceedings and may provide such Data Breach Reports (as amended or updated by NearYou) or excerpts thereof to any regulator.

22.6 You shall on reasonable notice make available to NearYou on request all information necessary to demonstrate compliance with your obligations under these terms.

22.7 You shall indemnify and hold NearYou harmless against any losses, cost, claims, damages, fines, penalties or expenses incurred by NearYou either (i) as a result of an actual, alleged or suspected Personal Data breach by you or (ii) as a result of the breach by you of any of the obligations in these terms.

22.8 Data collection and access

a) NearYou will send you an email notification of an enquiry or booking confirmation.

b) Public enquiries are accessible to active members only. You accept that access to email enquiries is based on an active paid subscription or limited trial status. You acknowledge and agree that all enquiries remain the property of NearYou

22.9 You are responsible for adhering to any privacy laws which relate to your jurisdiction in regard to handling and storing of emails sent to your nominated email account.

22.10 Data Processing: You shall process the Personal Data only to the extent, and in such a manner, as is necessary for the purposes of the NearYou Services and in accordance with our instructions from time to time and shall not process the Personal Data for any other purpose. You will keep a record of any processing of Personal Data you carry out on our behalf

22.11 You shall promptly comply with any request from us requiring you to amend, transfer or delete the Personal Data.

22.12 You shall only access any Personal Data to contact and assist customers with their enquiry or bookings on NearYou.

22.13 If you receive any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to your compliance with the Data Protection Legislation and the data protection principles set out therein, you shall immediately notify us and shall provide us with full co-operation and assistance in relation to any such complaint, notice or communication.

22.14 You shall not transfer the Personal Data outside the European Economic Area without our prior written consent.

22.15 You shall ensure that access to the Personal Data is limited to:

(a) those employees who need access to the Personal Data to meet your obligations under these Terms; and

(b) in the case of any access by any employee, such part or parts of the Personal Data as is strictly necessary for performance of that employee's duties.

22.16 You shall notify us within 7 working days if you receive a request from a Data Subject for access to that person's Personal Data.

22.17 You shall provide us with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person's Personal Data

22.18 You shall not disclose the Personal Data to any Data Subject or to a third party other than at our request or as provided for in these Terms

22.19 You warrant that you will process the Personal Data in compliance with the Data Protection Legislation and all applicable laws, enactments, regulations, orders, standards and other similar instruments

22.20 You may not authorise any third party or sub-contractor to process the Personal Data.

23. Proprietary Rights

23.1 NearYou acknowledges and agrees that you own or licence all intellectual property rights in any copy text, images and videos you upload to the NearYou Services.

23.2 You acknowledge and agree that NearYou and/or its licensors own all intellectual property rights in the sub-domains used in URLs on your web pages (and they are not transferable) and in the NearYou Services. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the NearYou Services.

23.3 NearYou confirms that it has all the intellectual property rights in relation to the NearYou Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

24. Confidentiality

24.1 NearYou may be given access to your Confidential Information in order to perform its obligations under these Terms.

24.2 NearYou shall hold your Confidential Information in confidence and, unless required by law, not make your Confidential Information available to any third party, or use your Confidential Information for any purpose other than the implementation of these Terms.

24.3 NearYou shall take all reasonable steps to ensure that your Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

24.4 This clause 24 shall survive termination of these Terms, however arising.

25. Indemnity

25.1 You shall indemnify NearYou against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by NearYou arising out of or in connection with any claim made against NearYou in relation to the standard or quality of the Instructor Services.

25.2 You shall indemnify NearYou against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by NearYou arising out of or in connection with any claim made against NearYou for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with use of all images, text, videos you use as part of the NearYou Services.

26. Limitation of Liability

26.1 This clause 26 sets out the entire financial liability of NearYou (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:

a) any breach of these Terms;

b) any use made by you of the NearYou Services or any part of them; and

c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

26.2 Except as expressly and specifically provided in these Terms:

a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

b) the NearYou Services are provided to you on an "as is" basis.

26.3 Subject to clause 26.2:

a) NearYou shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

b) NearYou's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total fees paid by you during the 12 months immediately preceding the date on which the claim arose.

26.4 NearYou may also provide links on the NearYou Website to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking in relation to companies to whose website we have provided a link on the NearYou Website, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely.

26.5 NearYou offers you the option of linking your content to social media websites. When you choose to connect to one of these websites, you allow NearYou to publish information about your services, classes, images, videos and updates to your social sites.

26.6 NearYou has used its best endeavours to ensure that the NearYou Services comply with English law, including without limitation, The E Commerce Regulations 2002, The Data Protection Act 1998, the General Data Protection Regulation 2016, the Disability Discrimination Act 1995 and the general law. Those who visit NearYou outside the United Kingdom do so on their own initiative and are responsible for compliance with all applicable laws. If use of NearYou and/or viewing of it, or use of any material or content on NearYou, or products or services made available through NearYou, are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to subscribe to NearYou and you must exit immediately.

26.7 NearYou cannot guarantee that the NearYou Services will operate continuously without interruptions or be error free and can accept no liability for unavailability. You must not attempt to interfere with the proper working of the NearYou Services and, in particular, you must not attempt to circumvent security, impair the availability or accessibility of the NearYou Services, tamper with or hack into, introduce any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software, conduct any systematic or automated data collection activities including scraping, data mining, data extraction and data harvesting, or otherwise disrupt any computer system, server, website, router or any other internet connected device.

26.8 NearYou will not involve itself nor have any liability for any disputes (whether in relation to quality of service or otherwise), refunds or similar issues rising between you and our subscribers, visitors, the Payment Service Provider or any other third party. You acknowledge and agree that resolution of such issues with each party is your sole responsibility.

27. Term and Termination

27.1 These Terms shall, unless otherwise terminated as provided in this clause 27, commence on the Effective Date and shall continue for the Contract Term and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Contract Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Contract Term or Renewal Period; or

b) otherwise terminated in accordance with the provisions of these Terms;

and the Contract Term together with any subsequent Renewal Periods shall constitute the Contract Term.

27.2 Without prejudice to any other rights or remedies to which NearYou or you may be entitled, either party may terminate these Terms without liability to the other if the other party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.

27.3 NearYou may suspend or terminate your accounts or cease providing you with all or part of the NearYou Services at any time for any reason, including, but not limited to, if we reasonably believe:

a) You have violated these Terms;

b) You create risk or possible legal exposure for NearYou;

c) You fail to meet your financial obligations to NearYou;

d) You falsely resister as a qualified instructor, studio or supplier;

e) You fail to confirm to NearYou that you have valid insurance cover for individuals using the Instructor Services or venues where you operate;

f) You fail to provide advertising services and/or mislead Students in relation to the Instructor Services.

27.4 On termination of these Terms for any reason:

a) all licences granted under these Terms shall immediately terminate;

b) NearYou may destroy, otherwise dispose or use as it sees fit of any of your Data in its possession. NearYou shall use reasonable commercial endeavours upon your request in writing to deliver the most recent back-up of your Data to you within 30 working days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination together with a reasonable administration fee for such supply. The Data NearYou is required to provide will not include enquiry data. Where possible, we will provide remote access to our secure self-service system which provides you with direct access to your information. NearYou can ask you to specify the information the request relates to. and NearYou may reasonably consider the request is manifestly unfounded or excessive in which NearYou shall not be obliged to provide that degree of information. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

28. Force Majeure

NearYou shall have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of NearYou or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of NearYou or sub-contractors, provided that you are notified of such an event and its expected duration.

29. Waiver

a. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

b. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

30 Severance

a. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

b. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

31 Entire Agreement

a. These Terms, and any documents referred to in them, constitute the whole agreement between NearYou and you and supersede any previous arrangement, understanding or agreement between us relating to the subject matter they cover.

b. You acknowledge and agree that in entering into these Terms you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

32. Assignment

a. You shall not, without the prior written consent of NearYou, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

b. NearYou may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

33. No Partnership, Employment or Agency

Nothing in these Terms is intended to or shall operate to create a partnership or relationship of employer and employee between NearYou and you, or authorise you to act as agent for NearYou, and you shall not have the authority to act in the name or on behalf of or otherwise to bind NearYou in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

34. Third Party Rights

These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

35. Notices

a. Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at such address as may have been notified by that party for such purposes.

b. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

36. Governing Law and Jurisdiction

a. These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

b. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

37. Interpretation

a. The definitions and rules of interpretation in this clause apply in these Terms.

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

Confidential Information: information that you make available to NearYou and/or the Student relating solely to the Instructor Services conducted within the NearYou Services.

Contract Term: the period in which you participate in the NearYou Services.

Data: the data (including Personal Data) in whatever form inputted by you, or NearYou on your behalf for the purpose of using the NearYou Services or facilitating your use of the NearYou Services, or making available the Instructor Services.

Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Data Subject:  an individual who is the subject of Personal Data.

Effective Date: the date you click to accept these Terms.

Instructor Services: the services provided by you which are promoted via the NearYou Services.

NearYou Application: the NearYou proprietary application for mobile, tablet and other smart devices and application program interfaces, through which the NearYou Services may also be accessed.

NearYou Services: the online platform which connects health and fitness providers including instructors, teachers, studios, gyms and clubs who have classes, workshops, events training courses, bootcamps and retreats, to list and book with members of the public seeking to book such activities, and provided by us to you under these Terms via the NearYou Website and the NearYou Application, or any other website notified to you by us from time to time, and including the Software, SMS, APIs, applications, buttons, and software, email notifications, customer enquiries, and any information, text, graphics, photos, videos or other materials uploaded, downloaded, transmitted or appearing.

NearYou Services Charge: the charge of five per cent (5%) levied by NearYou on each Customer Transaction plus (in the UK only) vat.

NearYou Website: the website at www.mynearyou.com and such other websites as may be notified by us.

Normal Business Hours: 8.00 am to 6.00 pm GMT, each Business Day.

Personal Data:  has the meaning set out in section 1(1) of the Data Protection Act 1998.

Processing and process:  have the meaning set out in section 1(1) of the Data Protection Act 1998.

Renewal Period: the period described in clause 27.1.

Serviced Countries: the United States of America and all other countries in the world unless notified by NearYou otherwise.

Student: the individual(s) referred to you via the NearYou Services to whom you provide the Instructor Services and with whom you enter into a direct contract for services.

Viruses: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

© Beechwood Communications Ltd 2018