Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Who we are and how to contact us
www.stardio.com is a site operated by Stardio Limited ("We"). We are a limited company registered in England and Wales under company number [13024396] and have our registered office at Stardio Ltd, 303, 67A New Street Chambers, New Street, Birmingham, B2 4DU. Our main trading address is Stardio Ltd, 303, 67A New Street Chambers, New Street, Birmingham, B2 4DU. Our VAT number is GB394425474.
To contact us, please email contact@stardio.com or telephone our customer service line on 07846208801.
By using our site you accept these terms
By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use our site.
There are other terms that may apply to you
These terms of use refer to the following additional terms, which also apply to your use of our site:
- Our Privacy Policy
- Our Acceptable Use Policy which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
- Our Cookie Policy, which sets out information about the cookies on our site.
If you purchase services from our site, our Terms and conditions of supply will apply to the sales.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated 3 January 2023.
We may make changes to our site
We may update and change our site from time to time (to reflect changes to our products, our users' needs and our business priorities).
We may suspend or withdraw our site
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions and that they comply with them.
We may transfer this agreement to someone else
We may transfer this agreement to someone else We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
Our site is only for users in the UK
Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion, you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us atcontact@stardio.com
How you may use material on our site
We are the owner or the licensee of all intellectual property rights on our site and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged (except where the content is user-generated).
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy, download, share or repost any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
No text or data mining, or web scraping
You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our site or any services provided via, or in relation to, our site. This includes using (or permitting, authorising or attempting the use of):
- Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same.
- Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
This site, its content and any services provided in relation to the same are only targeted to, and intended for use by, individuals located in the United Kingdom (a Permitted Territory). By continuing to access, view or make use of this site and any related content and services, you hereby warrant and represent to us that you are located in a Permitted Territory. If you are not located in a Permitted Territory, you must immediately discontinue use of this Website and any related content and services.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether expressed or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site, including to social media pages, video-sharing sites, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
How to complain about or report content
If you become aware of any material that could comprise or be connected to child sexual abuse or exploitation or that could comprise terrorist content or be connected to terrorism, please contact us immediately on Contact us page.
If you wish to complain about any other content, please contact us on Contact us page.
Our responsibility for loss or damage suffered by you as a browser of our site
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so and where it is caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in ourTerms and conditions of supply.
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user:
- Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
How we may use your personal information
We will only use your personal information as set out in our Privacy Policy.
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site 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 our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload .
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
If you wish to contact us in relation to the content you have uploaded to our site and that we have taken down, please contact us.
You are solely responsible for securing and backing up your content.
You must not upload any material that could incite a terrorist offence, solicit any person to participate in terrorist activities, provide instruction on any method or technique for committing a terrorist offence or threaten to commit a terrorist offence.
Rights you are giving us to use material you upload
When you upload or post content to our site, you grant us the following rights to use that content:
- a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service to expire when the user deletes the content from the site.
- a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content in accordance with the functionality of the site to expire when the user deletes the content from the site.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to link to or make any use of content on our site other than that set out above, please contact contact@stardio.com.
Which country's laws apply to any disputes?
If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Our trade marks are registered
STARDIO is a trade mark of Stardio Limited. You are not permitted to use them without our approval, except where you use our trade mark and ensure you make it clear that Stardio Limited is the owner of the mark.
Website Terms and Conditions of Supply
These terms and conditions apply to the purchase by Instructors of Membership to the Stardio App and apply to Participants who use our website at www.stardio.com or the Stardio App (both referred to as “our site”).
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (EXCLUSION AND LIMITATION OF LIABILITY).
Definitions
The following definitions and rules of interpretation apply in these Conditions.
Definitions
| Business Day | a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. |
| Classes | a workout created by an Instructor. |
| Commencement Date | has the meaning given in clause 1.4. |
| Conditions | these terms and conditions as amended from time to time in accordance with clause 12.5 . |
| Contract | has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly. |
| Data Protection Law | all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 No. 2426) (as amended); and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); Direct Marketing Laws, other civil, criminal and common law relating to the protection of personal data, and the guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority and applicable to a Party. |
| Effective Date | the first day of your Membership and thereafter the same day of the month when Stardio will collect Membership Fees. |
| Instructor (or “you”) | the person or firm who licenses the Stardio App from Stardio in order to run a fitness business for their own customer base (their Participants). |
| Intellectual Property Rights | patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
| Normal Business Hours | 8.00 am to 6.00 pm local UK time, each day. |
| Participant (or “you”) | the person who uses the Stardio App to stream the Classes of an Instructor. |
| Renewal Periods | rolling monthly periods following the initial Membership Term or Subscription Term. |
| Services | the services by the Instructor to Participants as set out on our site. |
| Stardio | Stardio Limited registered in England and Wales with company number 13024396. |
| Stardio App | the online Stardio application developed and licensed by Stardio and the online version at stardio.com. |
| Subscription Fees | the monthly subscription fees set and charged by the Instructor payable by the Participant to the Instructor for the subscription to the Instructor’s Classes. |
| Subscription Term | an initial period from the date the Participant subscribes to an Instructor to the last day of the month and thereafter each monthly Subscription Term together with any subsequent monthly Renewal Periods. |
| User Subscription | the user subscriptions purchased by an Instructor or a Participant which entitles the Instructor or Participant to use the Stardio App in accordance with these Conditions. |
| Virus | any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any application, computer software, hardware or server, any telecommunications service, equipment or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of the application or data, including the reliability of any application or data (whether by re-arranging, altering or erasing the application or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things.. |
| Vulnerability | a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly. |
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.
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