Subscription Terms

These Terms of Use, which include our PRIVACY NOTICE and WEBSITE TERMS OF USE govern your use of the Phizifit service, including all features and functionalities, instant content access, our website (www.phizifit.com) and user interfaces, and all content associated therewith (the “Phizifit Service(s)” or “Service”). By using, visiting, or browsing the Phizifit Service(s), you accept and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you should not use the Phizifit Service(s), including our website and user interfaces.

BY CONTINUING TO ACCESS OUR SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE SUBSCRIPTION PROCESS NOW. WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY (OR OTHER PERSON AS DEFINED IN CLAUSE 1.3).

Background

  • Phizifit has developed the Phizifit Platform, an engaging and interactive online program that provides active and physical cross curricular challenges to boost children’s health and fitness and promote healthy lifestyles. The Phizifit Platform incorporates a wide variety of different challenges for children to attempt and succeed in over a number of weeks. It is accessible and engaging for children of all abilities and ages. The main objective of the Phizifit Platform is to increase activity levels and help educate and enthuse children and their families to lead healthier and more active lives.
  • You wish to use the Phizifit Platform.
  • Phizifit has agreed to provide, and you have agreed to take and pay for, the Phizifit Platform, subject to the terms and conditions of this agreement.

Agreed Terms

1.              Interpretation

1.1           The definitions and rules of interpretation in this clause apply in these Terms.

Authorised Users: an individual who subscribes to these Terms or, where you are applying as an Institute, those pupils and staff members currently employed or registered to the Institute that may access the Phizifit Platform via your Secure Network.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.

Customer Data: the data inputted by you, or Phizifit on your behalf, for the purpose of using the Phizifit Platform.

Free Trial: a period of 30 days, during which you, and/or Authorised Users, may access the Phizifit Platform, as set out in the Subscription Information to enable you to evaluate whether to purchase a Subscription. For the avoidance of doubt, Free Trials shall be granted on a case-by-case basis.

Initial Subscription Term: the period beginning on the Start Date and ending on 1 August each year, and applicable to all Authorised Users.

Institute: an education institute being, for example, a school or an academy.

Phizifit: Phizifit Ltd, registered in England and Wales under company number 11686199 and with registered office at Rill House, Aylesbeare, Exeter, Devon, EX5 2BW.

Renewal Period: the period described in clause 13.1.

Secure Network: the network from which Authorised Users may access various services, being the IP address identified at the time of subscription.

Start Date: the date set out in an offer sent to you by Phizifit, or the first day following the end of your Free Trial, or such other date that Phizifit notifies you of (e.g. when changing levels of Subscription).

Subscription(s): the subscription purchased by you pursuant to clause 9.1 which entitles you and/or Authorised Users to access and use the Phizifit Platform in accordance with these Terms.

Subscription Fees: fees payable by you to Phizifit for the Subscriptions calculated in accordance with the Subscription Information.

Subscription Information: can be requested from us by emailing info@phizifit.com and sets out the various Subscription options available.

Subscription Term: the Initial Subscription Term together with any Renewal Period.

Terms: the terms and conditions of this agreement.

Virus: any thing or device which may: prevent, impair or otherwise adversely affect the operation of any website, computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including but not limited to, malware, spyware, worms, trojan horses, viruses and other similar things or devices.

you, your and yours:  means you, the customer who wishes to be granted a Subscription.

1.2           Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3           A person includes an individual, corporate or unincorporated body (whether or not it has a separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4           A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5           Words in the singular shall include the plural and vice versa.

1.6           A reference to one gender shall include a reference to the other genders.

1.7           A reference to a statute or statutory provision is a reference to it as it is in force, for the time being, taking account of any amendment, extension, or re-enactment and including any subordinate legislation, for the time being in force, made under it.

1.8           A reference to writing or written includes fax and e-mail.

1.9           References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

2.              Subscriptions

2.1           These Terms shall come into force when you begin to access our service. Our agreement shall continue thereafter in accordance with these Terms. If you are subscribing for a Free Trial, clauses 3 and 4 shall apply.

2.2           Subject to you paying the Subscription Fees, the restrictions set out in this clause 2, and you observing the Terms, Phizifit hereby grants to you and where applicable, the Authorised Users, a non-exclusive, non-transferable right to use the Phizifit Platform during the Subscription Term as per the Subscription Information.

2.3           Phizifit shall provide you with unique credentials to access the Phizifit Platform.

2.4           Authorised Users shall be able to create their own sub-account and personalise the sub-account using avatars. For the avoidance of doubt, the Authorised Users shall be able to access the sub-account and therefore the Phizifit Platform when at home. It is your responsibility to provide the Authorised User with log-in information for the sub-account, subject to the obligation set out at clause 2.5(a) below.

2.5           You (and you shall ensure that Authorised Users are aware of and observe the same), undertake that:

(a)        you shall keep the security token, or any password and log-in information confidential and only provide it to those Authorised Users who require it;

(b)        you shall notify Phizifit immediately if you become aware of, or suspect, that any unauthorised third party has knowledge of, or access via, security token, any password and log-in information provided to you;

(c)        Phizifit may access your Secure Network from time to time to audit and establish your, and any Authorised Users, use of the Phizifit Platform and ensure compliance with these Terms;

(d)        you shall make all Authorised Users aware of these Terms and undertake to comply with them;

(e)        you shall comply with all computing security procedures that may be deemed reasonably necessary as directed by Phizifit;

(f)         you shall comply with all applicable laws and regulations with respect to your activities under these Terms;

(g)        you shall be responsible for any breach of these Terms by an Authorised User;

(h)        you shall be solely responsible for procuring and maintaining your network connections and telecommunications links, from it’s systems to Phizifit data centres, and shall also be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

(i)         you shall immediately cease use of and destroy all downloads and copies materials made available via the Phizifit Platform on expiry or termination of the Subscription.

2.6           You shall not upload, store, distribute or transmit any Viruses, or any material during the course of your use of the Phizifit Platform that:

(a)        are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)        facilitate illegal activity;

(c)        depict sexually explicit images;

(d)        promote unlawful violence;

(e)        are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)         cause damage or injury to any person or property;

and Phizifit reserves the right, without liability to you, to disable your access to any material that breaches the provisions of this clause.

2.7           You shall prevent any unauthorised access to, or use of, the Phizifit Platform and, in the event of any such unauthorised access or use, promptly notify Phizifit.

2.8           You warrant that any answers or information provided that Phizifit uses to calculate your Subscription (e.g. number of Authorised Users) you provide to us via email, or otherwise, are true and correct to the best of your knowledge. If Phizifit becomes aware of any inconsistencies in the answers given by you, Phizifit reserves the right to:

(a)        adjust the level of Subscription and the Subscription Fee accordingly and invoice you retrospectively for any shortfall in the actual Subscription Fee paid by you and the Subscription Fee due from you which will be paid by you immediately (note that no refunds are made or due as a result of oversubscribing); or

(b)        terminate the Subscription.

2.9           You shall provide such information to Phizifit as it may reasonably request and that Phizifit considers reasonably necessary for the purpose of providing the Phizifit Platform.

2.10        The rights provided under this clause 2 are granted to you only and shall not be considered to be granted to any subsidiary or holding company of yours.

2.11        In order that you enjoy the best experience possible, please use an up-to-date version of a well-supported browser. For example, please use the latest version of Internet Explorer, Safari, Google Chrome, or Mozilla Firefox.

2.12        Whilst you can subscribe to the Phizifit Platform at any time during the year, please note that it takes 24 weeks to successfully complete the online program.

2.13        If, after starting the online program additional children are required to be added to the Institute account, then a charge of £10 will be applied to each additional child. For the avoidance of doubt, this amount is in addition to the Subscription Fees set out in clause 9.

3.              Free Trial – Clauses 3 and 4 shall apply to you if you are subscribing for a Free Trial.

3.1           Free Trials (as set out in the Subscription Information) are only available to new subscribers to the Phizifit Platform [on a case-by-case basis]. Previous Subscription holders or those who have previously received a trial of the Phizifit Platform do not qualify for a Free Trial. The Free Trial is available only once to any one person (and only one person per household) or Institution. Subsequent Free Trials by the same person at any address, another person at the same address, or an Institution are not permitted.

3.2           Your Free Trial period will commence on the Start Date.

4.              After the Free Trial

4.1           At any time during your Free Trial you may provide Phizifit with written notice to info@phizifit.com, stating that you do not wish to continue to receive a Subscription at the end of the Free Trial.

4.2           Following completion of your Free Trial, your access to the Phizifit Platform will end unless you opt to take out a Subscription. Once your Free Trial is completed, a member of the Phizifit team will be in touch to confirm whether or not you wish to continue with this paid subscription. If you do wish to continue with a paid Subscription, your access will be continued until the end of your Subscription Term. However, if payment for the Subscription Term is not processed within the agreed timeframe, access could be cancelled until payment is received.

5.              Changes to Subscription

5.1           During the Subscription Term you may, from time to time, increase the level of Subscription you receive. No refunds or reductions can be applied to a Subscription unless approved at the start of the Subscription.

5.2           If you wish to increase your Subscription, you shall make such a request by sending an email to us at info@phizifit.com.

5.3           Phizifit shall confirm acceptance of your request by notifying you via your registered email. Where you have requested:

(a)        an increase to your Subscription, Phizifit shall set out in the confirmation email the Start Date and Subscription Fee, for your new Subscription which shall be billed in accordance with clause 9.

6.              Intellectual Property

6.1           You acknowledge and agree that Phizifit and/or its licensors own all intellectual property rights to all software, maintenance releases, data, media and content contained in the Phizifit Platform. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Phizifit Platform.

6.2           You shall not, except to the extent expressly permitted under these Terms, and except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

a)      attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Phizifit Platform in any form or media or by any means; or

b)      attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Phizifit Platform; or

c)       access all or any part of the Phizifit Platform in order to build a product or service which competes with the Phizifit Platform; or

d)      use the Phizifit Services to provide Phizifit Platform to third parties; or

e)      license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Phizifit Platform available to any third party, or

f)        attempt to obtain, or assist third parties in obtaining access to the Phizifit Platform.

6.3       An Authorised User is permitted to download, print, and use the materials made available on the Phizifit Platform for the sole purpose of the of the provision of active and physical cross curricular challenges to boost children’s health and fitness and promote healthy lifestyles (and not for any other resale, distribution, modification or otherwise dealing in any way).  Where an Authorised User is accessing and using the materials referenced in this Clause as a result of being employed or engaged by an Institution who has entered into these Terms, it is expressly acknowledged that that individual shall cease to have any rights to access, use or deal with the materials made available from the Phizifit Platform when (a) the Subscription expires or terminates or (b) the individual ceases to be an Authorised User as a result of no longer being employed or otherwise engaged by the Institution.

7.              Phizifit Platform

7.1           Phizifit shall, during the Subscription Term, provide the Phizifit Platform to you, subject to these Terms.

7.2           Phizifit reserves the right, at any time, to modify the Phizifit Platform without notice.

7.3           Phizifit does not warrant that your use of the Phizifit Platform will be uninterrupted or error-free, or that the information obtained by you through the Phizifit Platform will meet your requirements.

7.4           Phizifit 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 you acknowledge that the Phizifit Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.5           Phizifit reserves the right to update the Phizifit Platform and the content contained therein, throughout the year.

7.6           The Phizifit Platform is not intended to diagnose, treat or cure any disease. You are solely responsible to ensure that the Phizifit Platform is used so that no injury is caused.

7.7           Teacher’s/parent’s/guardian’s are responsible for the safe supervision of all Phizifit challenges.

7.8           It is the teacher’s/parent’s/guardian’s responsibility to check with a GP prior to starting the program, that a child with any health concerns may continue.

8.              Customer Data

8.1           You shall own all rights, title and interest in and to, all of your Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.

8.2           You are solely responsible for archiving and maintaining the said Customer Data and Phizifit accepts no liability for any loss of Customer Data. Phizifit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

8.3           Phizifit shall, in providing the Phizifit Platform, comply with its responsibilities relating to the privacy and security of Customer Data, or such other website address as may be notified to you from time to time, as such document may be amended from time to time by Phizifit in its sole discretion.

8.4           If Phizifit processes any personal data (e.g. of Authorised Users) on your behalf when performing its obligations under these Terms, the parties’ record their intention that you shall be the data controller and Phizifit shall be a data processor and in any such case:

(a)        you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out Phizifit’s obligations under these Terms;

(b)        you shall ensure that you are permitted to transfer the relevant personal data to Phizifit so that Phizifit may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

(c)        you shall ensure that the relevant Authorised Users have been informed of, and have given their consent to, such use, processing, and transfer as required, by all applicable data protection legislation;

(d)        Phizifit shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and

(e)        each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

9.              Charges and Payment

9.1.     The Subscription Fees are as follows

(a)       20 to 249 students – £5.99 per pupil;

(b)       250 – 499 students – £4.99 per pupil; and

(c)       500 + students – £3.99 per pupil.

9.2          The final price charged will be stated before we issue the Subscription Information.

9.3           During the subscription process you will be required to provide an up to date billing method and details. By accepting these terms, you hereby agree that Phizifit may charge/debit your account as necessary in accordance with these Terms.

9.4           Phizifit shall bill you and you shall pay:

(a)        the Subscription Fees payable in respect of the Initial Subscription Term (where Subscription Fees apply in accordance with the Subscription Information) on the Start Date; and

(b)        subject to clause 13.1, on each subsequent annual anniversary of the Start Date, the Subscription Fees payable in respect of the next Renewal Period.

9.5           If Phizifit has not received payment or is unable to take payment by the relevant date, without prejudice to any other rights and remedies of Phizifit:

(a)        Phizifit may, without liability to you, disable your password, account and access to all or part of the Phizifit Platform and shall be under no obligation to provide any or the same or associated services while the invoice(s) concerned remain(s) unpaid; and

(b)        interest shall accrue on such due amounts at an annual rate equal to 1% over the then current base rate of the Bank of England, in accordance with the Late Payment of Commercial Debts (Interest) Act 1988, at the date the relevant invoice was issued, commencing on the Due Date and continuing until fully paid, whether before or after judgment.

9.6           All amounts and fees stated or referred to in these Terms:

(a)        shall be payable in pounds sterling unless otherwise agreed;

(b)        are non-cancellable and non-refundable;

(c)        are exclusive of value added tax (or international equivalent), which shall be added at the appropriate rate.

(d)        For international subscribers, a paypal invoice will be raised – to be paid by the subscriber via paypal or credit card. Direct deposit/international transfer can be arranged on a case by case basis.

9.7           Subject to clause 9.7, Phizifit reserves the right to increase the Subscription Fees at the start of each Renewal Period.

9.8           If Phizifit decides to exercise its right under clause 9.6, Phizifit shall provide you with at least 1 (one) month’s written notice prior to the end of the Initial Subscription Term or subsequent Renewal Period. Upon receipt of this notice, you may:

(a)        reply in writing to Phizifit within 14 days stating that you do not wish to continue to receive a Subscription for a further Renewal Period on the proposed new charges.  If you exercise this right, you shall continue to receive the Subscription until the end of the Initial Subscription Term or Renewal Period in which your written notice is received; or

(b)        not do anything, in which case, if Phizifit has not received a written notice stating otherwise in accordance with clause 13.1, Phizifit will ensure that the Subscription Term is automatically renewed for a further Renewal Period, on the basis of the revised Subscription Fees.

10.           Confidentiality

10.1        Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:

(a)        is or becomes publicly known, other than through any act or omission of the receiving party;

(b)        was in the other party’s lawful possession before the disclosure;

(c)        is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d)        is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e)        is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2        Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of these Terms.

10.3        Each party shall take all reasonable steps to ensure that the other party’s Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of these Terms.

10.4        Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, or outside of their control.

10.5        You acknowledge that details pertaining to these Terms and mechanisms/workings of the Phizifit Platform constitute Phizifit’s Confidential Information.

10.6        Phizifit acknowledges that Customer Data is your Confidential Information.

10.7        This clause 10 shall survive termination of these Terms, however arising.

11.           Indemnity

11.1        You shall defend, indemnify and hold harmless Phizifit against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation to court costs and reasonable legal fees) arising out of or in connection with, your use of the Phizifit Platform.

12.           Limitation of Liability

12.1        This clause 12 sets out the entire financial liability of Phizifit for:

(a)        any breach of these Terms;

(b)        any representation, statement or tortious act or omission (including negligence) arising out of, or in connection with, these Terms.

12.2        All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

12.3        Nothing in these Terms shall limit or exclude the liability of Phizifit for:

(a)        death or personal injury resulting from negligence; or

(b)        any damage or liability incurred by the other party as a result of fraud or fraudulent misrepresentation.

12.4        Subject to Clause 12.3, Phizifit shall not be liable for:

(a)        loss of profits;

(b)        loss of business;

(c)        loss of goodwill and/or similar losses;

(d)        loss of anticipated savings;

(e)        loss of goods;

(f)         loss of contract;

(g)        loss of use;

(h)        loss of, or corruption of, data or information; or

(i)         any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

12.5        Except and subject to clause 12.3, the entire liability of Phizifit to you, howsoever caused, (including breach of contract, tort, misrepresentation or breach of statutory duty), shall not exceed 100% of the Subscription Fee paid by you to Phizifit, in the 12 months immediately preceding the event giving rise to a claim.

13.           Term and Termination

13.1        These Terms shall, unless otherwise terminated as provided in this clause 13, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a)        either party notifies the other party of termination, in writing, at least 15 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b)        otherwise terminated in accordance with the provisions of these Terms; or

(c)        you give Phizifit written notice that you do not accept any proposed changes to these Terms in accordance with clause 23 (in such case Phizifit shall refund to you any Subscription Fee paid pro rated by how many weeks you have had access to the Phizifit Platform during the Subscription Term),  and the Initial Subscription Term, together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2        Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms without liability to the other if:

(a)        the other party commits any material breach or persistently breaches any of its obligations under these Terms which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or

(b)        the other party ceases to trade (either in whole, or as to any part or division involved in the performance of this letter) or becomes insolvent or is otherwise unable to pay its debts within the meaning of the insolvency legislation applicable to that party.

13.3        On termination of these Terms for any reason:

(a)        all licences granted under these Terms shall immediately terminate including any rights of Authorised Users to access the Phizifit Platform;

(b)        each party shall return and make no further use of, any equipment, property and other items (and all copies of them) belonging to the other party;

(c)        Phizifit may destroy or otherwise dispose of any Customer Data in its possession; and

(d)        the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14.           Force Majeure

Phizifit shall have no liability to you under these Terms, if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents, beyond its reasonable control, including but without limitation to, strikes, lock-outs or other industrial disputes (whether involving the workforce of Phizifit 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 suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

15.           Waiver

15.1        A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2        Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

16.           Severance

16.1        If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.2        If any invalid, unenforceable or illegal provision would become valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary, to give effect to the commercial intention of the parties.

17.           Entire agreement

17.1        These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

17.2        Each party acknowledges and agrees that in entering into these Terms, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not), of any person (whether party to these Terms or not), relating to the subject matter of these Terms, other than as expressly set out in these Terms.

18.           Assignment

18.1        You shall not, without the prior written consent of Phizifit, assign, transfer, charge, sub-contract or deal in any other manner, with all or any of Phizifit’s rights or obligations under these Terms.

18.2        Phizifit 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.

19.           No Partnership or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of, any other party.

20.           Third Party Rights

These Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21.           Notices

21.1        Any notice required to be given under these Terms shall be in writing and shall be:

(a)        delivered by hand, or by prepaid first-class post or recorded delivery to either party’s registered address or such other address as given; or

(b)        sent by email to your email address provided by you when you subscribed to the Phizifit Platform, or in the case of Phizifit, to info@phizifit.com  

21.2        Any notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not within normal business hours (being 9am to 5pm on a day on which the banks in London are open for business), at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received at the time of transmission (as shown by an email send receipt).

22.           Governing Law and Jurisdiction

22.1        This agreement 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) are governed by and construed in accordance with the law of England and Wales.

22.2        The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

23.           Amendments to these Terms

23.1        Phizifit reserves the right to update these Terms at any time, by displaying amended terms when you login to use the Phizifit Platform or by sending you notice via email to your registered email account. Unless Phizifit received notice per Clause 13.1 c), you will be deemed to have agreed to the amended terms when you next use the Phizifit Platform following any amendment.