Clubware UK

Terms of Service

Last Updated: August 2023

1. Acceptance of Terms

Welcome to Clubware UK. By accessing or using our software platform for Gyms, Health Clubs, and Spas ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use the Service.

2. Description of Service

Clubware UK provides a B2B software platform designed for Gyms, Health Clubs, and Spas throughout the United Kingdom. The platform includes various features such as membership management, payment processing, scheduling, and reporting tools.

3. Account Registration

To use the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account.

4. Payment Terms

4.1 Payment Processing

The Service uses Stripe Connect to process payments. By using our payment processing features, you agree to be bound by Stripe's Connected Account Agreement.

4.2 Platform Fees

We charge a Platform fee of 6% on all transactions processed through the Service. This fee is automatically calculated and deducted from payments processed via Stripe Connect.

4.3 Stripe Fees

In addition to our Platform fee, Stripe charges standard payment processing fees. These fees are separate from and in addition to our Platform fee.

4.4 Payment to Customers

All payments processed through the Service will appear to end customers as direct charges from your business. Clubware UK is not identified to end customers as part of the payment process.

5. Your Responsibilities

5.1 Legal Compliance

You agree to use the Service in compliance with all applicable laws, rules, and regulations, including those regarding data privacy, intellectual property, consumer protection, and unfair competition.

5.2 End Customer Data

You are responsible for obtaining all necessary permissions from your end customers to collect, store, and process their data through our Service. You must maintain a clear and accessible privacy policy that explains how you collect, use, and share customer data.

5.3 Content

You are solely responsible for all content you upload, post, email, transmit, or otherwise make available via the Service ("Content"). You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all Content.

6. Prohibited Activities

You agree not to:

• Use the Service for any illegal purpose or in violation of any laws
• Violate or infringe the rights of others, including their intellectual property rights
• Transmit viruses, malware, or other malicious code
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Attempt to gain unauthorized access to other computer systems or networks connected to the Service
• Use the Service to process payments for prohibited businesses as defined by Stripe
• Resell, lease, or redistribute the Service or provide access to third parties

7. Intellectual Property Rights

7.1 Our Rights

The Service and its content (excluding Content provided by users), features, and functionality are owned by Clubware UK or its licensors and are protected by UK and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

7.2 License to Use

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

7.3 Your Rights

You retain all rights to any Content you submit, post, or display on or through the Service. By submitting, posting, or displaying Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, modify, publish, and distribute such Content for the purpose of providing and promoting the Service.

8. Data Protection

We will process personal data in accordance with our Privacy Policy, which is incorporated by reference into these Terms. By using the Service, you consent to such processing and you warrant that all data provided by you is accurate.

9. Termination

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Service will immediately cease.

10. Limitation of Liability

In no event shall Clubware UK, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the Service;
• Any conduct or content of any third party on the Service;
• Any content obtained from the Service; and
• Unauthorized access, use, or alteration of your transmissions or content.

To the maximum extent permitted by applicable law, our total liability to you for any damages shall not exceed the amount paid by you to us during the six (6) months preceding the date of the claim.

11. Disclaimer of Warranties

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Clubware UK expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

12. Indemnification

You agree to defend, indemnify, and hold harmless Clubware UK, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service or your violation of these Terms.

13. Changes to the Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period.

14. Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes.

15. Governing Law

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.

16. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall be settled by binding arbitration in accordance with the rules of the London Court of International Arbitration. The arbitration shall be conducted in London, England, in the English language.

17. Waiver and Severability

No waiver by Clubware UK of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

18. Entire Agreement

The Terms constitute the sole and entire agreement between you and Clubware UK with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.

19. Contact Information

Questions about the Terms should be sent to us at support@clubware.uk.