Corporate Membership Terms and Conditions ("Terms")
The entity identified in the Order Form (defined below) intending to provide access to Corporate Memberships (defined below) to its Corporate Members (defined below) (“you”); and
GROUPMOVE LTD incorporated and registered in England and Wales with company number 08124880 whose registered office is at 11 Laura Place, Bath, Somerset, England BA2 4BL and trading as MoveGB, MoveUSA and MoveOZ (“GroupMove”, "we", "us").
We operate the Websites (defined below) which allow Partners (defined below) to advertise the Products (defined below) to Corporate Members (defined below).
These Terms will apply to any contract between you and us for the sale of Corporate Memberships (defined below) by GroupMove to you for use by your Corporate Members ("Contract"). It does not relate to the purchase of MoveCredits (defined below) from us, or to the purchase of Products from our Partners. When purchasing MoveCredits, please refer to the Customer Terms and Conditions (defined below). When purchasing Products, please refer to the terms and conditions as provided by our Partners. For clarity all Products are purchased directly from Partners with MoveCredits used as the payment method.
"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
The definitions and rules of interpretation in this clause apply in this agreement.
any employees, workers, contractors or subscribers (without limitation) which are the beneficiary of a Corporate Membership as identified in an Order Form.
a membership or memberships purchased by you from GroupMove for the benefit of Corporate Members, identified in an Order Form, on either a Restricted Trial Membership basis or Subsidised Membership basis.
Customer Terms and Conditions
the terms and conditions on which GroupMove sell MoveCredits to its customers, a copy of which is available on the Websites.
means the date that GroupMove acceptance of your order in accordance with clause 3.2.
Force Majeure Event
any act or event beyond GroupMove's reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
a date as agreed in an Order Form.
the electronic credits issued by GroupMove to be used to purchase Products from Partners.
means the documents used for placing orders incorporating these Terms, as generated by GroupMove and provided to you via a unique hyperlink.
the third party traders who sell their Products through the Websites.
an access point to a Website located at a hyperlink or embedded on a webpage as agreed in an Order Form.
the products, services and activities listed on the Websites from time to time.
Restricted Trial Membership
means a Corporate Membership where Corporate Members enjoy restricted access to a Website and/or Products and/or Partners as identified in an Order Form.
means a Corporate Membership where Corporate Members' fees for membership are partially funded by you, as identified in an Order Form.
as defined at clause 14.1.
www.movegb.com, www.moveusa.com and www.moveoz.com or such other website or smart phone application as may be operated by GroupMove from time to time (and each shall be referred to as a Website).
OUR CONTRACT WITH YOU
To purchase Corporate Memberships, please complete an Order Form and return it to us at firstname.lastname@example.org. By submitting an Order Form you are making an offer to enter into a Contract with us.
Our acceptance of your order will take place when we email you to accept it, at which point a Contract will come into existence between you and us.
If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Corporate Memberships.
Corporate Memberships may be purchased on either:
a Restricted Trial Membership basis; or
a Subsidised Membership basis,
- as identified in an Order Form.
Where you purchase a Corporate Membership on a Restricted Trial Membership basis, this can be upgraded to a Subsidised Membership basis by completing a new Order Form in accordance with clause 4.1 above.
Subject to payment of the fees in accordance with clause 8.1, we will provide Corporate Members access to a Website via the Portal in accordance with the Customer Terms and Conditions and these Terms from the Launch Date for the Term.
Corporate Members' degree of access to the Website will be determined by the type of Corporate Membership that you have purchased, as provided by the Order Form.
You shall ensure that all Corporate Members:
comply with our Customer Terms and Conditions when purchasing MoveCredits; and
are able to provide proof of employment with you when beginning a Corporate Membership.
You will not promote the Websites to or charge any party for access to the Websites other than your Corporate Members unless otherwise agreed with us.
You will not appoint any third party to provide products similar to the Products.
provide us with all reasonable assistance in communicating the benefits of Corporate Membership through your usual channels to your Corporate Members;
co-operate with us in all matters relating to the Corporate Membership;
provide us with such information and materials as we reasonably require to supply the Corporate Membership and ensure that such information is accurate in all material respects; and
maintain all necessary licences, permissions and consents which may be required before the Launch Date.
FEES AND PAYMENT
We will invoice you in respect of a Corporate Membership in accordance with payment schedule in the Order Form. You agree to pay us by the method agreed in the Order Form within 30 days of the date of the invoice.
If you fail to make payment by the due date, we may, without prejudice to any other rights or remedies we may have, charge interest (both before and after judgment) on the amount unpaid at whichever is the greater of the rate of 4% above the base rate from time to time of Barclays Bank plc, compounded with monthly rests, or the rate of interest prescribed by law.
We may implement fee increases from time to time. We will notify you when we increase our fees.
We will provide you and the Corporate Members with access to a customer service support desk, which is available by [telephone], [email] [and] [instant messenger] [8am - 8pm on week days and 9am - 6pm at weekends], [7 days a week], [365 days a year].
The service desk shall provide Corporate Members with general guidance on the use of the Websites.
USE OF OUR WEBSITES
Your use of our Websites is governed by our Terms of Website Use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms that apply to you.
HOW GROUPMOVE USE PERSONAL INFORMATION THAT YOU PROVIDE TO US
Both you and GroupMove shall be Data Controllers in respect of any Personal Data shared between the parties under these Terms (the "Shared Personal Data").
Both you and GroupMove shall only process the Shared Personal Data for the purpose of:
providing the Corporate Memberships to your Corporate Members;
complying with our obligations under the Data Protection Legislation; and
complying with applicable laws.
Both parties agree that the details of processing set out in this clause 11 are an accurate statement of each parties' responsibilities as a joint Data Controller of the Shared Personal Data for the provision of Corporate Memberships to your Corporate Members.
Purpose and Duration - The Shared Personal Data is processed by the parties for the provision of Corporate Memberships pursuant to these Terms. Shared Personal Data shall be processed by the parties for the duration of the Contract and may be retained by GroupMove in accordance with the Customer Terms and Conditions.
Categories of Data - Personal Data of Corporate Members provided by either party to the other party in order to provide the Corporate Memberships to your Corporate Members. This could include Special Category Data.
Data Subjects - Shall include any individual identified in any documents or information provided by one party to the other in conjunction with the provision of the Corporate Membership.
The parties shall ensure that any Shared Personal Data is collected and processed in accordance with the Data Protection Legislation.
The disclosing party shall ensure that it is entitled to share the Shared Personal Data with the receiving party for the purposes of providing the Corporate Memberships, and that the disclosing party has complied with its responsibilities under the Data Protection Legislation to enable the receiving party to process the Shared Personal Data for the purpose of providing the Corporate Memberships;
Each party shall be separately responsible for compliance with its obligations under the Data Protection Legislation, in its capacity as Data Controller, in respect of:
the security of the Personal Data when it is under its control,
any transfers of the Personal Data outside the EEA for which that party is responsible,
any requests received from individuals in respect of their rights under the Data Protection Legislation exercised in respect of the Personal Data in that party's possession and/or control.
Neither party shall, by its acts or omissions, cause the other party to breach its respective obligations under the Data Protection Legislation.
Each party undertakes that it shall not at any time during any Contract, and for a period of two years after termination of any Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2 of these Terms.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with any Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with any Contract.
INTELLECTUAL PROPERTY AND PUBLICITY
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Websites. Except as expressly stated in these Terms, the Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Websites.
You grant us a non-exclusive, royalty-free licence to use your trade marks (whether registered or unregistered):
to operate the Portal and Websites for Corporate Members; and
in our online and printed sales and marketing material strictly for the purpose of identifying you as a customer of GroupMove.
You warrant that our use of your trade marks in accordance with clause 13.2 will not infringe the intellectual property rights of any third party.
You agree to obtain our prior written consent before publicising your relationship with us.
TERM AND TERMINATION
The Contract will commence on the Effective Date and shall continue for the duration outlined in the Order Form (the "Initial Term"). At the expiration of the Initial Term the Contract will automatically renew for successive periods of the same duration as the Initial Term (each a "Renewal Term" and collectively with Initial Term, "Term") unless earlier terminated pursuant to these Term or a party provides the other party with notice that it does not want to renew at least 60 (sixty) days prior to expiration of the then current Term.
We may terminate the Contract with 30 days' notice if sums owing are not paid by the due date.
Either party may terminate with immediate effect if the other party is in material breach of these Terms. However, where such breach is capable of remedy, the terminating party must provide the other party at least 30 days' written notice requiring the other party to remedy the breach. The terminating party may only terminate the Contract if the other party does not remedy the breach within this time period.
Either party may terminate the Contract immediately by notice to the other party if the other party is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act) as they fall due or otherwise become insolvent, or a similar analogous event occurs.
EFFECTS OF TERMINATION
When the Contract terminates, you will:
cease using the Portal and the Websites; and
promptly pay any outstanding and unpaid fees due for the Corporate Memberships.
When the Contract terminates and the underlying Corporate Memberships shall expire at the end of paid for period outlined in the Order Form.
When the Contract terminates and the underlying Corporate Members are Subsidised Membership members, those Corporate Memberships shall continue, however the subsidy attributed to those Corporate Memberships shall discontinue at the end of the period fully paid up. For the avoidance of doubt, if the Corporate Memberships are not fully paid up at the point of termination the Corporate Members shall be given 30 days' notice of the withdrawal of the subsidy.
When the Contract terminates, the parties will return or destroy (at the option and request of the disclosing party) any confidential information belonging to the other party in its possession or control.
Termination of the Contract is without prejudice to both parties' accrued rights and remedies. The Terms which are expressed to, or are intended to, survive termination shall continue in full force and effect.
OUR RIGHT TO VARY THESE TERMS
GroupMove reserves the right to vary these Terms following the giving of 60 days’ written notice to the you (the "Variation Notice Period”). In the event of such a variation, you shall be deemed to have accepted any and all variations unless you notify GroupMove to the contrary within the Variation Notice Period.
GroupMove's liability to Corporate Members shall be governed by the Customer Terms and Conditions. The remainder of this clause governs GroupMove's liability to you.
Nothing in these Terms shall limit or exclude GroupMove’s liability to you for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
fraud or fraudulent misrepresentation.
Subject to clause 17.2, GroupMove shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
any loss of profit
any indirect loss; or
any consequential loss arising under or in connection with these Terms.
Subject to clause 17.2, GroupMove's total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall in no circumstances exceed the lesser of a sum equal to 12 months' fees paid and payable to GroupMove for the period of 12 months preceding the date on which the claim arose or £1,000,000.
Without prejudice to any other right or remedy GroupMove may have, you agree to indemnify, keep indemnified and hold harmless GroupMove against all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, GroupMove or any of its employees or officers as a result of or in connection with:
any alleged or actual infringement, of any third party's Intellectual Property Rights or other rights arising out of GroupMove's use of your trade marks in accordance with clause 13.2;
any breach of the Data Protection Legislation or your obligations under clause 11 of these Terms;
breach of these Terms or applicable law.
GroupMove will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by an Force Majeure Event.
If an Force Majeure Event takes place that affects the performance of GroupMove's obligations under a Contract:
GroupMove will contact you as soon as reasonably possible to notify you; and
GroupMove's obligations under a Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure Event.
A notice or other communication given to a party under or in connection with these Terms:
shall be in writing in English (or accompanied by a properly prepared translation into English);
shall be signed by or on behalf of the party giving it; and
shall be sent to:
in respect of GroupMove: the email address specified in the Contact Us page of the Websites from time to time;
in respect of you: the email address specified in the Order Form from time to time.
The provisions of this clause 19 shall not apply to the service of any process in any legal action or proceedings.
If any dispute arises in connection with these Terms, you and GroupMove shall, within 21 days of a written request from one party to the other, attempt in good faith to resolve the dispute via the telephone.
During the Term, you shall not participate in or launch any other services or arrangements that are similar in form and substance to or competitive with those which you are agreeing to with GroupMove pursuant to these Terms: including but not limited to a multi-venue service, variety package deal, alternative fitness partner subscription offerings and multi-partner package programs.
OTHER IMPORTANT TERMS
GroupMove may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
This contract is between you and GroupMove. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If GroupMove fail to insist that you perform any of your obligations under these Terms, or if it does not enforce its rights against you, or if it delays in doing so, that will not mean that it has waived its rights against you and will not mean that you do not have to comply with those obligations. If GroupMove does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you.
Nothing in these Terms is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agreement for the other, and neither party shall have authority to act in the name or on behalf of or otherwise bind the other party in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales if your business is located in the UK or the law of the State of New York if the Partner's business is located in the USA.
If your business is located in the UK the courts of England and Wales shall 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).
If your business is located in the USA the courts of the State of New York shall 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).