1 Our Service

• 1.1 The MLE web application (delivered through https://www.mylocalexercise.com (and sub-domains), marketplace and activity finders are operated by Fitness Industry Services CIC Ltd, company number 12874044, with registered office at Endwell Chambers, 6 Endwell Road, Bexhill on Sea, East Sussex TN40 1EA (We, Us, Our), under licence from 310 Digital Limited.
• 1.2 The Platform provides a suite of features for managing, promoting, and participating in sports and physical activity (Service, Platform).

2 Registration

• 2.1 You are required to register to the Platform in order to use it.
• 2.2 You must be over 18 years old to register on the Platform.
• 2.3 If you are the parent or guardian of a person under 18 years old you may register that person via your own account. In these instances you are not required to provide any personal details of the person e.g. an email address. As a parent or guardian of a registered person on the Platform you have responsibility for all content and activity associated to that person’s account.
• 2.4 You may create or join Communities on the Platform. A Community represents a club, coach, group, or organisation. If you create a Community, you may add or invite members to that Community.
• 2.5 If you create a Community, you must have the requisite authority to manage a Community for the entity your Community represents.
• 2.6 We reserve the right to remove or disable a Community if it is deemed to misrepresent an organisational entity.
• 2.7 When you join a Community you may receive communications from that Community. These may be communications sent to you by the Community administrator or other members e.g. news items or messages. They may also be automatically sent by the Service e.g. session or match reminders, and these can be enabled / disabled by Community administrators.
• 2.8 You may leave a Community at any time. When you leave a Community, you will stop receiving communications from that Community.
• 2.9 You may delete your account at any time, providing you are not the Community Owner of any existing Communities. You will need to reassign your Community ownership to someone else or delete your Community before deleting your account.

3 Activity Listing and Bookings

• 3.1 It is free to list all activities for any activity provider.
• 3.2 By providing activity listing information, you acknowledge you have the legal right to list the commercial information, and that it is accurate.
• 3.3 Should you wish to activate a booking function you agree to the payment terms listed in Section 4.
• 3.4 There is no contract for having an active booking system, however due to set up administration, one month notice is required to close it down. Should you wish to close the function within the 1 month, 1 month transaction fees will still be charged.

4 Peer to Peer Payments

• 4.1 A peer to peer payments system is available through the Platform. This is operated through Takepayments Limited and Barclaycard.
• 4.2 Barclaycard acts as an intermediary payment gateway and handles all payment transactions between Platform users.
• 4.3 We do not hold any funds or payment card details.
• 4.4 If you become a Payment Receiver on the Platform you will be required to create a Barclaycard merchant account and agree to their Privacy and Terms policy.
• 4.5 Our payment transaction fee is £0.00. Barclaycard will charge a fee for each transaction – currently 0.6% + 4p for Consumer Debit cards, and 0.6% +2p for Consumer Credit cards. They have a minimum monthly charge of £10.00 should the transaction value not reach that level. There is also a £4.95 monthly PCI fee for accepting card payments.
• 4.6 Where members overpay to hold funds against their account, these payments are made directly to the payment recipient. No payments are made to us.
• 4.7 We make no warranties or guarantees in respect of payment transactions between members.
• 4.8 We shall not be liable for any loss or damage as result of your use of payments within the Platform.

5 Open Data

• 5.1 The Platform provides opportunities for you to publish your activity data to external websites. You are responsible for the data you publish and ensuring that you have permission to publish it, and that it is accurate.
• 5.2 If you publish your activity data to external websites, you acknowledge that members' names may be published to public websites.
• 5.3 If you choose to publish activity data to OpenActive, this data may be fed into a third-party data aggregator and distributed to public websites and apps. If the data you publish is intentionally misleading, we may terminate your account.
• 5.4 We make no guarantees or warranties in respect of third-party websites that may publish content that you have chosen to make public through OpenActive.
• 5.5 If you book and pay for activities through third party systems that have published activities to our Platform, We make no guarantees or warranties in respect of the booking or payment transaction.

6 Data Protection

• 6.1 User Data will be stored by us in accordance with our Privacy Policy and shall be used to provide the service.
• 6.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove, or replace, a party's obligations under the Data Protection Legislation.
• 6.3 The parties acknowledge that:
• 6.3.1 for the purposes of data protection legislation,
• 6.3.2 We are the Data Controller for Personal Data collected to facilitate a person’s standard Platform account.
• 6.3.3 If you create and manage Communities using the Service, you will collect data from members through your Communities on the Platform. You may also upload / export information into / from the Communities you manage on the Platform including (without limitation) fixtures, teams, scores, sessions, news articles. Where such data is Personal Data, you will be the Data Controller and you shall ensure that you comply with all your obligations as Data Controller when using such data.
• 6.3.4 We are the Data Processor for Personal Data collected and stored on behalf of you in the Communities that you manage.
• 6.4 You will indemnify us against any claims, losses, damage, or fines arising from your breach of the Data Protection Legislation in your role as Data Controller.
• 6.5 The primary store location for personal data is within the European Economic Area (EEA). You acknowledge and agree that your Personal Data may be transferred outside the EEA in order to carry out the services and our other obligations under these Terms.
• 6.6 We shall, in relation to any Personal Data processed in connection with the performance by Us of our obligations under these Terms:
• 6.6.1 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
• 6.6.2 not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
• 6.6.3 We have provided appropriate safeguards in relation to the transfer.
• 6.6.4 the data subject has enforceable rights and effective legal remedies.
• 6.6.5 We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.
• 6.7 We will notify you without undue delay on becoming aware of a Personal Data breach.
• 6.8 If you are a member of a Community, you acknowledge that your Personal Data may be exported from the Platform by your Community administrator e.g. for activity reporting.
• 6.9 If you export Personal Data from your Community e.g. for activity reporting, you must comply with all applicable requirements of the Data Protection Legislation when handling that data.
• 6.10 In some cases your Personal Data may be exported to external systems. We integrate Our Platform with external systems for particular organisation clients through Licensing Agreements. In these instances you will always be made aware that your Personal Data may be exported to an external system and be given the option to decline.

7 Security

• 7.1 You are responsible for maintaining the security of your account and profile, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Platform. You agree to notify us immediately in writing of any unauthorised use of the account or any other breaches of security. We will not be liable for any loss or damage from your failure to comply with this clause 7. Under no circumstances will we be liable, in any way, for any acts or omissions by an account holder.

8 Your Obligations

• 8.1 You 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 Terms:
• 8.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means: or
• 8.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software: or
• 8.1.3 access all or any part of the Services in order to build a product or service which competes with the Service.
• 8.1.4 use the Service to provide commercial services to third parties; or
• 8.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Service.
• 8.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Us.
• 8.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:
• 8.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive.
• 8.3.2 facilitates illegal activity.
• 8.3.3 depicts sexually explicit images.
• 8.3.4 promotes unlawful violence.
• 8.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• 8.3.6 is otherwise illegal or causes damage or injury to any person or property; and We reserve the right, without liability or prejudice to Our other rights to you, to disable your access to any material that breaches the provisions of this clause.
• 8.4 Third parties
• 8.4.1 The Service may display advertisements, which are necessary for Us to provide the Service. Your correspondence or business dealings with, or participation in promotions of, advertisers found on the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You will not hold Us liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
• 8.4.2 The Service may provide, or third parties may provide, links to other websites or resources. We have no control over such websites and resources, and We are not responsible for the availability of such external sites or resources.
• 8.4.3 We do not endorse and are not liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that We shall not be responsible or liable, directly, or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Content, goods, or services available on or through any such website or resource.
• 8.4.4 You acknowledge that the Service may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by You, with any such third party. Any contract entered into, and any transaction completed via any third-party website is between You and the relevant third party, and not Us. We recommend that You refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Service.

9 Our obligations

• 9.1 We undertake that the Service will be delivered with reasonable skill and care and will make all reasonable endeavour to ensure continuous, uninterrupted operation of the Service.
• 9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1. Notwithstanding the foregoing, We:
• 9.2.1 do not warrant that Your use of the Services will be uninterrupted or error-free; or that the Service and/or the information obtained by You through the Services will meet Your requirements; and
• 9.2.2 are 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 You acknowledge that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
• 9.3 We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

10 Proprietary Rights

• 10.1 You acknowledge and agree that we own all intellectual property rights in the Service. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service.
• 10.2 We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of these Terms.

11 Indemnity

• 11.1 You shall defend, indemnify, and hold harmless Us against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Service, provided that:
• 11.2 You are given prompt notice of any such claim.
• 11.3 We provide reasonable co-operation to You in the defence and settlement of such claim, at the Your expense; and
• 11.4 You are given sole authority to defend or settle the claim.
• 11.5 We shall defend You against any claim that the Service infringes any currently effective United Kingdom patent, copyright, trademark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
• 11.6 We are given prompt notice of any such claim.
• 11.7 You provide reasonable co-operation to Us in the defence and settlement of such claim, at Our expense; and
• 11.8 We are given sole authority to defend or settle the claim.
• 11.9 In the defence or settlement of any claim, We may procure the right for You to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 30 Business Days' notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
• 11.10 In no event shall We, our employees, agents, and sub-contractors be liable to You to the extent that the alleged infringement is based on:
• 11.11 a modification of the Service by anyone other than Us; or
• 11.12 Your use of the Service is in a manner contrary to the instructions given to You by Us; or
• 11.13 Your use of the Service after notice of the alleged or actual infringement from Us or any appropriate authority.
• 11.14 The foregoing states Your sole and exclusive rights and remedies, and Ours (including Our employees,’ agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

12 Limitation of liability

• 12.1 Except as expressly and specifically provided in these Terms:
• 12.2 You assume sole responsibility for results obtained from the use of the Service, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us, or any actions taken by Us at Your direction.
• 12.3 All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
• 12.4 the Service is provided to You on an "as is" basis.
• 12.5 Nothing in these Terms excludes the liability of Us:
• 12.5.1 for death or personal injury caused by Our negligence; or
• 12.5.2 for fraud or fraudulent misrepresentation.
• 12.6 Subject to clause 13.1 and clause 13.2:
• 12.6.1 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
• 12.6.2 Our total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Upgrade Fees paid by You during the 12 months immediately preceding the date on which the claim arose.

13 Force Majeure

• 13.1 We shall have no liability to You under these Terms if We are prevented from or delayed in performing Our obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Us or Our sub-contractors, provided that You are notified of such an event and its expected duration.

14 Waiver

• 14.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15 Rights and Remedies

• 15.1 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

16 Entire Agreement

• 16.1 These Terms 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.
• 16.2 Each party acknowledges that in entering into these Terms 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 these Terms.
• 16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
• 16.4 Nothing in this clause shall limit or exclude any liability for fraud.

17 Assignment

• 17.1 You shall not, without the prior written consent of Us, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms.
• 17.2 We may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms.

18 No Partnership or Agency

• 18.1 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19 Governing Law

• 19.1 These Terms and any dispute or claim arising out of or in connection with it or its 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.

20 Jurisdiction

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