Terms of supply

18 JAN 2019

TERMS AND CONDITIONS OF SUPPLY

Our terms 1 These terms 1.1 What these terms cover. Please read these terms carefully before you subscribe to our service. These are the terms and conditions on which we supply our service to you. Within these terms and conditions we use the term service to refer the subscription services that we provide and by which we allow our members to access our content (the ���Service���). 1.2 Why you should read them. By subscribing to the Service you are agreeing you accept these terms and you acknowledge that you will be bound by them. These terms tell you who we are, how we will provide the Service to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, or if you think they are unclear, please contact us to discuss them. 1.3 Other terms that may apply to you. Our terms and conditions of use will also apply to your use of the service. You acknowledge that your use of our service may require the use of third party software that is subject to third party licenses. The content provided in our service uses a Vimeo media player and as such the Vimeo Guidelines (https://vimeo.com/help/guidelines) and other applicable Vimeo terms will apply to your use of our service. 2 Information about us and how to contact us 2.1 Who we are. We are Nutri Heroes Limited. A company registered in England and Wales. Our company registration number is 10994705. Our registered office is at Flat 128 Halo 158 High Street, London, United Kingdom, E15 2FW but our trading address is 1 Fore St, London, United Kingdom, EC2Y 9DT. 2.2 How to contact us. You can contact us by writing to us at edward@nutriheroes.com, by using the Virtual Help Desk on our website or by writing to Nutri Heroes, 1 Fore St., London, United Kingdom, EC2Y 9DT. 2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us when you subscribe to our service. 2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails. 3 Our service 3.1 Unless indicated otherwise, Nutri Heroes has developed, produced and owns all of the content on this website, which includes videos, fitness plans and written information among other things and which mainly relates to fitness and nutrition, we refer to all of this when we talk about our ���content���. 3.2 You may access our content by streaming it on internet connected devices. You may not download it to be saved. The functionality and features of our software and the quality and/or display of our content and/ or website will vary depending on the type of internet connected device used, your location and the speed of your internet connection. You acknowledge that you are responsible for all charges associated with access to the internet. If you require further details on these charges then you should check with your internet service provider. 3.3 By becoming a subscriber you agree that: 3.3.1 you are 16 years old or older; 3.3.2 you understand that the advice may consist of physically demanding activities and that there may be a risk of injury when undertaking such physical activities; 3.3.3 you will take into account any allergies you may have when following any nutritional suggestions provided in the content and agree to observe any health warnings provided on our recipe pages while acknowledging that such warnings are not exhaustive and may not cover all known food allergies; 3.3.4 you are sufficiently fit and healthy to undertake any physical activities suggested; and 3.3.5 it is entirely your choice to undertake any physical activity or to follow nutritional suggestions provided in the content and that you do so at your own risk. 3.4 We strongly recommend that you seek advice from a doctor or other healthcare professional prior to carrying out any exercise or dietary programme suggested as part of our services. It is particularly important to seek proper medical advice prior to commencing any of the activities presented on our service if you suspect you may be pregnant, have an eating disorder or any other physical or medical condition. We do not hold ourselves out as providing medical advice or treatment and have no expertise in this area. If you feel ANY pain or discomfort when attempting any of the exercises suggested as part of our service then you must immediately stop performing the activity and seek the assistance of a qualified medical practitioner. 3.5 Nutri Heroes will not be liable for any direct or indirect loss, damage or injury arising from or in connection with your choice to follow suggestions provided in the content except for as provided in clause 11.2 below. 4 Membership - Our contract with you 4.1 How we will accept your order. Your completion of our subscription form and provision of a valid, accepted method of payment which you may update from time to time (henceforth referred to as the ���Payment Method���) for the services will amount to an order for the services. We accept payment with Visa, Mastercard, Maestro and JCB. Unless you have already been using our Services by means of a Free Trial (see below), 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 and your subscription will begin. 4.2 Your Subscription. Once we have accepted your order you will have a subscription to the Nutri Heroes website which you agree to pay for in accordance with the terms of clause 6 below. This subscription will continue until terminated by either you or us in accordance with clause 8 or clause 9. 4.3 Free Trials. Your subscription to our service may begin with a free trial. Once the free trial ends we will begin to charge you the Fee (as defined in clause 6.1) for the service unless you cancel your membership prior to the end of the free trial period. In the case of your taking up a Free Trial, we will email you with your login codes and at the point that you receive that email and log in ��� a contract will come into being between us on these terms. 4.4 The date on which the free trial period ends shall be as stated on your My Account page on the website. We reserve the right to revoke the free trial if we suspect, in our sole discretion, that it is being abused. Each user that receives a free trial period is only eligible to receive one free trial. If you are found to have already received a free trial then you will not be eligible to receive a further one. The use of more than one free trial by one user shall be deemed to be an abuse of our service and we reserve our rights in the event that such abuse is discovered. In order to determine whether you have used more than one free trial we may use information such as your method of payment, your account email address or other such information as you submit to us in order to use our service. 4.5 Your responsibility for your account access. If you subscribe to the service, you will choose or will be 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 or allow access to any third party. 4.6 You may view the content provided primarily within the country in which you set up your account. 4.7 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, and suspend any subscription if in our reasonable opinion you have failed to comply with any of the provisions of these terms. 4.8 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at help@nutriheroes.com. 5 Our rights to make changes 5.1 Minor changes to the service. We will change the service: 5.1.1 to update the content library; 5.1.2 to reflect changes in relevant laws and regulatory requirements; and 5.1.3 to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the service. 5.2 More significant changes to the service and these terms. In addition, we may make more significant changes to the service, such as changing the price of our service from time to time or updating these terms of supply. If we do so we will notify you no less than 30 days prior to such change being implemented and you may then contact us to end the contract before the changes take effect. 5.3 Updates to digital content. We may update the digital content we supply as part of the service, provided that the digital content shall always match the description of it that we provided to you when you subscribed. 6 Paying for the service 6.1 By subscribing to our service you agree to pay the subscription fee and any other charges that you may incur in relation to the subscription for our service (the ���Fee���). The Fee will be the price you agree to prior to subscribing. As agreed on registration, the Fee will be charged to your Payment Method either: 6.1.1 every month, on the corresponding day of the month on which we accepted your order to subscribe to the service; or 6.1.2 every year on the corresponding day of the year on which we accepted your order to subscribe to the service; or 6.1.3 such other time period as may be agreed between you and us. Please note your payment date may change in the event that the day your subscription began was on a day that is not contained in each particular month in which payment is due or for the reasons described in clause 6.4. For the purpose of this document, the period between one payment for our service and another shall be referred to as the ���Billing Period���. 6.2 If you do not cancel the subscription (by following the cancellation terms at clause 8 below) prior to the end of each Billing Period then you acknowledge that you have granted us permission to charge your next instalment of the Fee to your Payment Method. You will continue to be provided access to the content until the end of the relevant Billing Period. 6.3 You shall promptly update your account information with us in order to reflect any changes to your Payment Method. You may change your Payment Method on your My Account page on the website. When you update this Payment Method you are authorising us to continue to charge the Fee for the service to this new Payment Method and you remain responsible for any uncollected amounts of the Fee. 6.4 If we are unable to collect payment from your Payment Method, either due to insufficient funds, expiration, or otherwise and you do not change your Payment Method or terminate your subscription then we may suspend your access to our service until we have obtained a valid Payment Method and your account payments are up to date. 6.5 Please note that when using some Payment Methods you may be charged certain fees by your Payment Method provider, for example, a foreign transaction fee or other fees relating to processing payment. Additionally, local tax charges may vary depending on the Payment Method used. You can ask your Payment Method service provider for these details. 7 Providing the service 7.1 We will supply the services to you until you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 9. 7.2 Reasons we may suspend the supply of our service to you. We may have to suspend the supply of our service: 7.2.1 to deal with technical problems or make minor technical changes; or 7.2.2 to update the service to reflect changes in relevant laws and regulatory requirements; or 7.2.3 to undertake planned or emergency maintenance or upgrades to the Service or its supporting hardware and/or software; or 7.2.4 if we suspect that you have breached these terms and conditions, by for example, downloading our content. 7.3 Your rights if we suspend the supply of the service. We will contact you in advance to tell you we will be suspending supply of the service, unless the problem is urgent or an emergency. If we have to suspend the supply of the service for longer than one (1) week in any one (1) month in your Billing Period we will adjust the price of the subscription in the next Billing Period so that you are refunded for lost service while it is suspended. You may contact us to end the contract for the service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than one (1) week and we will refund any sums you have paid in advance for the service in respect of the period after you end the contract. 8 Cancellation - Your rights to end the contract 8.1 You can always end your contract with us. You can terminate your subscription to our service at any time by following the methods provided at clause 8.2 below. 8.2 Tell us you want to end the contract. To end your subscription with us, please let us know by doing one of the following: 8.2.1 Email or Virtual Help Desk. One way to cancel is to email us at help@nutriheroes.com. Alternatively, you can send us a message via the Virtual Help Desk on the Website. On such email/message please provide your name, the email address you used to register with our service and, where available, your phone number so that we can identify you. 8.2.2 Online. Complete the cancellation form on our website by visiting your My Account page and following the cancellation instructions. 8.3 Once you have successfully submitted your cancellation request, your subscription will continue until the end of your Billing Period and you will be able to access our content until such time. To check the date on which your subscription will end please check your My Account page on the website. To the extent permitted by the applicable law in your jurisdiction, we will not refund any payments or provide any credit notes for unwatched content or any amount of the Fee in the Billing Period in which you cancel your subscription. 8.4 Your right to change your mind (Consumer Contracts Regulations 2013). For services bought online you have a legal right to change your mind until the services commence. In this instance the services will commence once we email you to accept your order. If you would like to change your mind and cancel your order please email us at help@proseeders.com. Please provide your name, home address, details of the order and, where available, your phone number and email address. If you cancel your order prior to our acceptance email we will not charge you for the service. However, once we have emailed you to accept your order you cannot change your mind and will be charged for the service in accordance with these terms and conditions. 9 Our rights to end the contract 9.1 We may withdraw the service. We may write to you to let you know that we are going to stop providing the service. We will let you know at least thirty (30) days in advance of our stopping the supply of the service and will refund pro rata any sums you have paid in advance for the service for the period in which it will not be provided. 10 If there is a problem with the product 10.1 How to tell us about problems. If you have any questions or complaints about the service, please contact us. You can write to us at info@nutriheroes.com or at Nutri Heroes, 1 Fore St., London, United Kingdom, EC2Y 9DT. 10.2 Summary of your legal rights. We are under a legal duty to supply a service that is in conformity with this contract. See the box below for a summary of your key legal rights in relation to the service. Nothing in these terms will affect your legal rights. This is a summary of your key legal rights as a paying subscriber. These are subject to certain exceptions. Our service is to provide digital content. The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality: therefore if your digital content is faulty and if the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back. If you can show the fault has damaged the device on which you stream the digital content and we haven't used reasonable care and skill, you may be entitled to a repair or compensation. To the extent that you are not currently a paying subscriber, these rights are not applicable to you and you agree that you accept the website and our content AS IS and that we do not guarantee, represent or warrant that any content which you receive through this service will not be subject to loss, damage, corruption or removal and we do not accept any liability or responsibility in the event that any such loss, damage, corruption or removal occurs 11 Our responsibility for loss or damage suffered by our subscribers 11.1 We are responsible to you for foreseeable loss and damage caused directly by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen. 11.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or; for breach of your legal rights in relation to the products. 11.3 If defective digital content which we have supplied and you have used (in accordance with these terms and conditions and our Terms of Use) 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. 11.4 We are not liable for any financial losses. We only supply the products for domestic, non-commercial and private use. If you use the products for any commercial, business or re-sale purpose you do so in breach of these terms and at your own risk and we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 12 How we may use your personal information 12.1 How we will use your personal information. We will use the personal information you provide to us: 12.1.1 to supply the products to you; 12.1.2 to process your payment for the products; and 12.1.3 as more particularly described in our Privacy Policy13 Our Intellectual Property 13.1 You acknowledge that we are the owner or the licensee of all of the intellectual property rights contained within the service and all of the content on it and data associated with it (including all videos, text, trade marks, data, graphics, layout, logos, images, music or other audio material, clips, films or other moving images, algorithms, product details and/or software published or otherwise available on the Service from time to time). We grant you a limited, personal, non-transferable, non-sublicensable licence under our intellectual property rights to the minimum extent necessary in order for you to use the Service and access the content in the form provided to you for the sole purpose of accessing the content and using the service in accordance with these terms. Such licence shall terminate immediately upon cancellation or termination of your account for any reason. 13.2 Except as set out in the limited licence above (or as may be required under any applicable law), no part of this Website may be used, reproduced, duplicated, copied, sold, resold, accessed, linked to, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent. In particular, you are not permitted to republish (or frame) any part of this Website on any other website, in any other medium without our prior written permission. All the intellectual property rights referred to above remain owned by us or by our licensors. 14 Links to third party websites 14.1 Parts of the website and/or the service may contain links to third party websites. We are not responsible for, nor do we endorse such third party websites or their content. If you access any third party websites linked from the Website or Service you do so at your own risk. 15 Violations of the Terms 15.1 If whilst using the service you believe that any content belongs to a third party and is unlicensed or breaches these terms and you wish to have it removed you may notify us. You agree that a minimum of two weeks��� notice is a reasonable amount of time to provide us within which to remove content which we agree should be removed. 16 Other important terms 16.1 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. However, you may not ��� your subscription is non-transferable. 16.2 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. 16.3 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 16.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date. 16.5 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your country of residence. Last Updated: December 2017