Terms and Conditions

Definitions

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

Definitions

Our site offers a paid for platform to allow Instructors to run a fitness business aimed at attracting Participants to Classes. Stardio (we) provide digital services and the Stardio App is licensed and not sold to Instructors and Participants.

All users of the Stardio App must be at least 18 years of age.

As an Instructor, you will complete the online Membership form and this constitutes an offer by you to license the Stardio App. As a Participant, you will complete a Subscription form in order to use the Stardio App for the purpose of following the Instructor of your choice. Your completion of the forms for Membership or Subscription to the Stardio App shall only be deemed to be accepted when Stardio provides a confirmation of acceptance of your order which shall be emailed to you, at which point and on which date the Membership or Subscription shall come into existence (Commencement Date).

Any descriptive matter, drawings, advertising, descriptions or illustrations contained on our site or in advertisements on social media or elsewhere, brochures or literature, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Supply of Services

Stardio shall, during the Membership Term (for Instructors) and the Subscription Term (for Participants), provide the Stardio App to the Instructor or Participant on and subject to the terms of these Conditions.

Stardio shall use commercially reasonable endeavours to make the Stardio App available 24 hours a day, seven days a week, except for:

planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and

unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance;

however, we do not warrant that the Instructor or Participant’s use of the Stardio App will be uninterrupted or error-free, that the Stardio App will meet the requirements of the Instructor or Participant, the Stardio App will be free from Vulnerabilities.

Stardio is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Instructor and Participant acknowledge that the Stardio App may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

We will provide you with customer support services during Normal Business Hours.

Grant of licence

On payment of the fees set out on your order confirmation, Stardio hereby grants to the Instructor or Participant, as applicable, a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Instructor or Participant to use the Stardio App on any device you own or control, during the Membership Term solely for the Instructor’s business operations or during the Subscription Term solely for the Participant’s User Subscription for Classes.

In relation to the licence granted in clause 3.1 you agree that you shall use your real name and information and shall not allow your User Subscription to be used by another individual. You shall keep a secure password for use of the Stardio App and keep the password confidential.

When using the Stardio App, the Instructor or Participant shall not distribute or transmit any Viruses, or any material during your use of the Stardio App that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

facilitates illegal activity;

depicts sexually explicit images;

promotes unlawful violence;

is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

is otherwise illegal or causes damage or injury to any person or property;

and Stardio reserves the right, without liability or prejudice to its other rights to the Instructor or Participant, to disable your access to any material that breaches the provisions of this clause and the Acceptable Use Policy.

The Instructor or Participant shall not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Conditions:

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

attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the site or Stardio App ; or

access all or any part of the site or Stardio App to build a product or service which competes with the site or Stardio App; or

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Stardio App available to any third party; or

attempt to obtain, or assist third parties in obtaining, access to the Services other than through a legitimate Membership or Subscription, ; or

introduce or permit the introduction of any Virus into Stardio’s network and information systems.

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

The rights provided under this clause 3 are granted to the Instructor and Participant only, and shall not be considered granted to any subsidiary or holding company of the Instructor or Participant (where applicable to limited companies).

Instructor's obligations

The Instructor shall:

ensure that when completing the registration forms, the information you provide is complete and accurate;

co-operate with Stardio in all matters relating to the Services and provide Stardio with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

prepare the Instructor's premises and materials for the supply of live Classes;

obtain and maintain all necessary licences, permissions and consents which may be required for your supply of Classes before the date on which the Services are to start;

ensure that its devices and systems comply with the relevant specifications provided by Stardio from time to time;

obtain and maintain the insurance as set out in clause 9.4; and

comply with applicable law.

If Stardio’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Instructor or failure by the Instructor to perform any relevant obligation (Instructor Default):

without limiting or affecting any other right or remedy available to it, Stardio shall have the right to suspend access to the Stardio App until the Instructor remedies the Instructor Default, and to rely on the Instructor Default to relieve it from the performance of any of its obligations in each case to the extent the Instructor Default prevents or delays Stardio’s performance of any of its obligations;

Stardio shall not be liable for any costs or losses sustained or incurred by the Instructor arising directly or indirectly from Stardio’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

the Membership Fees shall continue to be paid.

SPECIFIC PARTICIPANT TERMS

Your relationship with Stardio is for use of the Stadio App as a booking and engagement platform only for the purpose of following the Instructor of your choice and attending Classes. Stadio has no affiliation with the Instructors registered on the Stardio App. We ask Instructors to provide evidence of their fitness instructor qualifications and experience in order to register as an Instructor on the Stardio App but do not carry out further checks on the Instructors. You accept and acknowledge that it is your responsibility to carry out any due diligence on the Instructor before using them. Stardio offers no warranty or representation as to their quality, safety, credentials, liquidity, suitability, reputation, or any other aspect concerning their business.

When booking, paying or otherwise interacting with an Instructor, your contractual relationship is with the Instructor and not with Stardio. The Instructor runs its fitness business using Stardio as an operational tool and should issue you with its own terms and conditions in relation to the Services the Instructor is providing to you.

You will interact with the Instructors through the Stardio App, and all responsibility for your fitness Classes lies with the Instructors. If you are unhappy with your Classes or Instructor you should contact your Instructor. Stardio cannot guarantee the uninterrupted supply of Classes with the Instructor of your choice, as absence cannot be controlled by Stardio. Please refer to the Instructor’s terms and conditions in relation to your rights.

Once you register to use the Stardio App as a Participant, you will search for the Instructor of your choice who has set the monthly Subscription Fee payable for his/her Classes. Your contract for payment of Subscription Fees is between you and the Instructor. You will pay your Subscription Fees via the third party payment provider, Stripe. You will provide to Stripe valid, up-to-date, and complete debit or credit card details and complete contact and billing details. You shall authorise Stripe to bill such debit or credit card on the Effective Date for Subscription Fees until you terminate the contract.

Instructor membership fees

The Stardio App is available to an Instructor on the payment of monthly Membership Fees. The Membership Fees are as set out on our site, and consist of Primetime and Essential tiered Membership, which may be updated from time to time. Once you register to use the Stardio App as an Instructor you will make the first payment and set up your direct debit via the third party payment provider, Stripe. You will provide to Stripe valid, up-to-date, and complete debit or credit card details and complete contact and billing details. You shall authorise Stripe to bill such debit or credit card on the Effective Date for the Membership Fees payable in respect of the Membership Term.

At our discretion we may offer you a free of charge period. The first payment of the Membership Fee will be payable on the day you sign up to the Stardio App (“Effective Date”) for one calendar month and thereafter your direct debit for monthly Membership Fees will be taken on the same date of each month.

Participants will pay Subscription Fees to the Instructor whose classes they subscribe to via Stripe. Stardio will charge the Instructor a Participant Deduction for each Participant who subscribes to your Classes. You agree this will be automatically deducted by Stripe and paid to Stardio before Stripe accounts to you for the Subscription Fees.

If Stardio has not received payment within 2 days after the due date, and without prejudice to any other rights and remedies of Stardio may, without liability to you, limit access to the Stardio App funtionality and access to all or part of the Stardio App and we shall be under no obligation to provide access to the Stardio App while the invoice(s) concerned remain unpaid.

All Fees stated or referred to in these Conditions are payable in pounds sterling, are non-cancellable and non-refundable and are inclusive of value added tax, added at the appropriate rate.

Stardio shall be entitled to increase the Membership Fees, at the start of each calendar year upon 14 days' prior notice to the Instructor.

Intellectual property rights

The Instructor and Participant acknowledge that all Intellectual Property Rights in the Stardio App (other than Intellectual Property Rights in any materials provided by the Instructor) are owned by Stardio or its licensors.

You own all the content and information you post on the Stardio App, and you can control how it is shared through your privacy settings. The Instructor and Participant grants Stardio a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials, including photos and videos, your profile, comments, messages, and the events that you host (“Content”), attend and share materials provided by the Instructor to Stardio for the term of the Contract.

The licence to Content granted in clause 7.2 will terminate when you delete the Content and terminate your account with Stardio. However, if another User has copied your Content, we cannot guarantee that this will be deleted. Instructors may also keep a copy of some Content for the purpose of running their business and this may include such details as name, financial detail and Classes attended as part of their business records.

Data protection

The parties shall comply with their data protection obligations under Data Protection Law.

Instructors and Participants agree that Stardio may collect and use, personal and technical data, and related information. You confirm that you have read and understood the Stardio Privacy Policy (incorporated by reference into this Contract and available in the Stardio App) and consent to the use of data as described in the Privacy Policy. If You do not agree to be bound by all of these Conditions, including those in the Privacy Policy, you should not use the Stardio App.

Stardio shall follow its archiving procedures for Customer Data as set out in its privacy policy or such other website address as may be notified from time to time, as such document may be amended by Stardio in its sole discretion. In the event of any loss or damage to Customer Data, the Instructor or Participant’s sole and exclusive remedy against Stardio shall be for Stardio to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Stardio in accordance with the archiving procedure described in its privacy policy. Stardio shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Stardio to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

EXCLUSION AND Limitation of liability: THE INSTRUCTOR'S and Participant’s ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

You expressly acknowledge and agree that use of the Stardio App is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

To the maximum extent permitted by applicable law, the Stardio App and any Services performed or provided by the Stardio App are provided “as is” and “as available”, with all faults and without warranty of any kind. Stadio hereby disclaims all warranties and conditions with respect to the Stardio App and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights.

Stardio does not warrant against interference with your enjoyment of the Stardio App, that the functions contained in, or services performed or provided by the Stardio App will meet your requirements, that the operation of the Stardio App or Services will be uninterrupted or error-free, or that defects in the Stardio App or Services will be corrected. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

Stardio has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect Stardio’s risk in respect of provision of the Stardio App. The Instructor is responsible for making their own arrangements for any insurance cover he or she may require in order to run his or her fitness business.

Nothing in this clause 9 shall limit the Instructor or Participant’s payment obligations under the Contract.

Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Stardio’s total liability to the Instructor and Participant:

for loss arising from Stardio’s failure to comply with its data processing obligations under clause 9 shall not exceed £10,000 and

for all other loss or damage shall not exceed £50,000.

The following types of loss are wholly excluded from Stardio’s liability: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and indirect or consequential loss.

Unless the Instructor notifies Stardio that it intends to make a claim in respect of an event within the notice period, Stardio shall have no liability for that event. The notice period for an event shall start on the day on which the Instructor became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

This clause 9 shall survive termination of the Contract.

Termination

You or Stardio may terminate the Contract by giving written notice to the other party. The Contract will end at midnight on the day before the next Effective Date (i.e before your next payment of monthly Membership Fees or Subscription Fees is paid) unless the next Effective Date is less than 5 Business Days after your termination notice.

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

the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

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

the other party's financial position deteriorates to such an extent that in the terminating party's opinion, the other party's capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.

Without affecting any other right or remedy available to it, Stardio may terminate the Contract with immediate effect by giving written notice to the Instructor or Participant (as applicable) if:

the Instructor or Participant fails to pay any amount due under the Contract on the due date for payment; or

there is a change of control of the Instructor, where the Instructor is a limited company.

Consequences of termination

On termination of the Contract, all licenses granted under this Contract shall immediately terminate and the Participant and Instructor shall immediately cease use of the Services.

Termination of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after the termination of the Contract shall remain in full force and effect.

General

Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Assignment and other dealings.

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

The Instructor or Participant shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

Confidentiality.

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Instructors, clients or suppliers of the other party, except as permitted by clause 12.3.2.

Each party may disclose the other party's confidential information:

to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3 ; and

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

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

Entire agreement.

The Contract together with the Website Terms of Use, Privacy Policy, Cookie Policy, and Acceptable Use Policy constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

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

Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Notices.

Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by email to the address specified below:

Instructor and Participant: the email given in the Instructor or Participant’s registration form; and

Stardio: notices@stardio.com.

Any notice shall be deemed to have been received if sent by email at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

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

Third party rights.

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

The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.