Membership Terms & Conditions
Membership Terms and Conditions
1. Introduction
1.1. These terms and conditions (“Terms”) apply tothe The Happy Healthy Monthly Membership (“the Membership”) operated by Happy Healthy Yoga (“we”, “us”, “our”) and you, the person or entity applying to join the Membership (“you”), are deemed to accept them when you purchase access to the Membership, unless we expressly agree in writing otherwise. For the purposes of these Terms, if you are a corporate entity then “you” shall include your officers, agents and employees and you agree to procure their compliance with these Terms.
1.2. These Terms, along with our Privacy Notice, which can be found at www.happyhealthyyoga.co.uk (“Website”), represent the entire agreement between us and apply to the exclusion of any other terms or any previous course of dealing.
2. The Membership
2.1. Full details of the services and benefits provided as part of the Membership (“Services”) are set out on our Website. When we deliver the Services, we will deliver them with reasonable care and skill consistent with best practices and standards applicable within our marketplace.
2.2. The Membership is an online service and no alternative will be provided.
2.3. We shall take all reasonable steps to ensure that the Membership and all Content (as defined below) is accessible to you at all times, but we shall not be liable where access is temporarily restricted or limited due to routine or unexpected maintenance or an unexpected issue arising with a third-party system or another reason which is outside of our control. Should an unforeseen or unexpected event arise which prevents us from providing access then we shall notify you by email. We shall not be liable to you for any failure or delay in the provision of the Membership, which is caused by circumstances beyond our reasonable control. In the event such an unforeseen or unexpected event arises which continues for a period in excess of 30 days, then either of us will be entitled to terminate or cancel this Agreement by providing the other with 14 days’ notice in writing. This does not affect any other right to terminate as set out within these Terms and any relevant pro-rated refund will be at our discretion.
3. Applying to join the Membership
3.1. The clauses below set out how a legally binding agreement is formed between us:
3.1.1. you place an order to purchase access to the Membership by completing the online form and making a payment to us;
3.1.2. our acceptance of your order is at our discretion and may not be accepted in cases where there is an error with the Services description or price, where part or all of the Membership is no longer available, or where we feel the Membership may not be right for you;
3.1.3. if your order is not accepted, we will notify you by email and provide a full refund of any payment you have made in connection with your purchase; and
3.1.4. if your order is accepted, a legally binding agreement begins when we send your welcome email.
3.2. In some circumstances it may be necessary for us to make amendments, revisions or changes to the Membership, or cancel, amend, change or reschedule any part as is reasonably required. If we make any changes then we will ensure the Membership still matches the original description as detailed on our Website, except where a change enhances the original description. We shall not be liable for any reasonable changes that are made.
4. Your Obligations
4.1. When you apply to join the Membership, you are confirming that you are over 18, that you are legally capable of entering into a legally binding agreement and that all information you provide to us is true and accurate.
4.2. You accept and acknowledge that we are not registered health practitioners and that we are unable to provide any advice or undertake any assessment of your health or your physical capabilities.
4.3. You will remain responsible for your own emotional state at all times. During your use of the Services, you may be exposed to information or situations that may trigger emotional responses. It is important that you are mentally well enough to use the Services and by purchasing them you are confirming to us that you are and that you will not hold us liable for any emotional distress experienced as a result of your use of the Services. We reserve the right to cease delivery or terminate your access to the Services where we have concerns as to your suitability to safely use them.
4.4. You accept that your Membership access is personal to you and should not be shared with anyone else.
4.5. You agree that when using and accessing the Membership that you will not take any action which seeks to disable or in any way interfere with any of our systems or processes or which tests or seeks to test the vulnerability of any of our systems or processes.
4.6. You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of any of these Terms and/or your use of or access to the Membership in any way.
4.7. You agree that you will not transfer, or seek to transfer, your rights under these Terms to any other person without our prior written consent.
5. Accessing the Membership
5.1. As part of the Membership, you will get access to interactive group sessions (“Sessions”). All Sessions will be delivered remotely via Zoom or other online meeting facility. We will notify you of the dates and times of all Sessions by email and posting in the private Membership Facebook group (“Group”)].
5.2. If you are unable to attend a Session, or where you fail to attend, then you will forfeit your right to that Session. Missed Sessions will not be rescheduled or refunded. Where we need to reschedule a Session then we will make all reasonable attempts to provide as much notice as possible.
5.3. When accessing Sessions or the Group you agree to conduct yourself in a reasonable and responsible manner at all times and not to act in a manner which may cause offence, distress or alarm to anyone else accessing the Membership (“Other Members”).
5.4. When you use and access the Membership you agree:
5.4.1. not to use the Membership for any unlawful purpose;
5.4.2. not to record any part or capture or share images of any Other Member without their express permission;
5.4.3. not to share information, whether expressed to be confidential or not, that is shared by Other Members;
5.4.4. not to canvass, promote or advertise your own products or services to any Other Member without our written consent;
5.4.5. not to act or behave dishonestly, fraudulently, or in a way which we reasonably consider may have a detrimental effect on our business or reputation;
5.4.6. not to upload, post, transmit or otherwise make available any content or materials that: 5.4.6.1. infringes any copyright, trade mark, or other Intellectual Property rights (as further defined below) belonging to us or any Other Member; or 5.4.6.2. are by their nature defamatory, libelous, obscene, demeaning or which may cause offence to us or Other Members, whether intended or not; or 5.4.6.3. discloses personal and/or confidential or sensitive information about another person; or 5.4.6.4. is threatening or causes Other Members to feel harassed or in fear; and/or 5.4.6.5. is classed as spam.
5.5. Where we consider, in our reasonable opinion, that you are in breach of the above clause, then we reserve the right to withdraw your Membership access. Following such action, we will arrange a meeting with you to discuss the matter and to determine whether your access will be removed permanently. Where we decide to withdraw access permanently then our arrangement will terminate and no refunds will be provided. 6.
Complaints or concerns
6.1. If you have any complaints or concerns please get in touch and let us know by email to frances@happyhealthyyoga.co.uk
6.2. If you experience a fault or any other issue with the Membership then please let us know immediately by email to frances@happyhealthyyoga.co.uk.We shall use our best endeavours to remedy the fault and where we are unable to fix it then you may be entitled to a full or partial refund. For further information concerning your rights as a consumer please contact your local Citizens Advice Bureau. 7. Fees and Charges
7.1. The Membership fee is as set out on our Website (“the Fee”).All payments are inclusive of VAT.
7.2. If you join on a monthly basis the Fee will be payable on a recurring monthly basis and you consent to us taking those payments automatically without further notice from you as and when they fall due until such time as this agreement is terminated in accordance with these Terms.
7.3. All Fee payments shall be made without deduction, set off or any form of withholding except as is required by law.
7.4. All payments are non-refundable unless the following circumstances apply:
7.4.1. you purchase as a consumer and you cancel within the cancellation period as further described below in clause 8; or
7.4.2. we cancel delivery of the Membership (as set out in clause 9.5), in which case you shall be entitled to a partial refund for any period of Membership which you have paid for but have not yet received.
7.5. We reserve the right to make changes to the Fee at any time by providing you with at 30 days notice in writing.
8. Your rights when purchasing the Services as a Consumer – the cancellation period
8.1. If you purchase as a consumer then you will be entitled to a 14-day cancellation period which begins from the date of your welcome email. If you wish to cancel your order within the 14-day cancellation period then you will be entitled to do so by providing notice in writing to frances@happyhealthyyoga.co.uk.
8.2. Upon receipt of your notice of cancellation:
8.2.1. if you have not already accessed and/or we have not started delivery of any part of the Services within the 14-day cancellation period, then we shall cancel your order and provide you with a full refund of any Fee you have paid to us; or
8.2.2. if you have accessed and/or we have started delivery of the Services within the 14-day cancellation period, then you acknowledge that you will be responsible for any reasonable costs we have incurred in providing those Services and such costs will be deducted from any refund due to you, or, where payment of the Fee has not yet been made, you will be responsible for proving payment of the pro-rated Fee.
8.3. Where we offer you the opportunity to receive immediate access to the Services before the 14-day cancellation period has expired, then if you choose to access the Services immediately, you acknowledge that you will lose your right to cancel in accordance with this clause. This does not affect any other rights you may have as a consumer.
8.4. If your purchase of the Services includes digital products or services that are available for immediate access then as soon as you access them or begin downloading or streaming, you will waive your right to cancel and will not be entitled to a refund unless a fault exists with that product or service.
9. Term, Termination and Cancellation
9.1. The legal agreement between us will begin when you are accepted as a member and we send your welcome email and it shall continue until it is terminated in accordance with these Terms.
9.2. Your membership period is monthly (“Membership Period”) beginning on the day after the Fee is paid and it will continue on a rolling monthly basis until you provide us with notice of cancellation in accordance with clause 9.3, or our agreement is otherwise terminated in accordance with these Terms.
9.3. You shall have the right to cancel your Membership at any time by providing us with a minimum of 30 days’ notice prior to the end of your Membership Period by email to frances@happyhealthyyoga.co.uk. At the end of your Membership Period, unless you have cancelled your Membership in accordance with this clause, it will automatically renew for a further Membership Period and you authorise us to take payment of the Fee from your chosen payment method automatically, without further notice to you.
9.4. If you terminate your Membership you will be responsible for cancelling any automated or recurring payments in respect of the Fee.
9.5. We may cancel your Membership and terminate our arrangement where we are unable to continue providing the Membership for any reason. In such circumstances we will provide you with notice in writing and provide you with a refund in accordance with clause 7.4 above.
9.6. Notwithstanding the clauses above, either one of us may terminate our agreement, with immediate effect, by providing written notice to the other in circumstances where:
9.6.1. the other party commits a serious or continued breach of their respective obligations under these Terms;
9.6.2. the other takes steps to go into or enters liquidation or administration (save for the purposes of a bona fide corporate reconstruction or amalgamation) or bankruptcy (if an individual) or if a receiver is appointed over the whole or any part of the other’s assets; or
9.6.3. the other is unable to pay their debts or ceases or threatens to cease trading.
9.7. Upon termination of our arrangement for any reason:
9.7.1. all clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect, including but not limited to clauses 4, 5, 9, 10, 11 and 12; and
9.7.2. any sum that you owe to us shall become immediately due and payable.
9.8. We reserve the right to terminate your Membership access where we deem it necessary for the safety, protection and benefit of Other Members or where we have another business reason to do so. In the event such a situation arises we do not need to provide you with any details or reason for our decision and any refund will be pro-rated and considered at our absolute discretion.
9.9. Termination for whatever reason will not affect any rights, remedies, obligations and liabilities which have accrued as at the date of termination, including the right to claim damages for any breach which existed on or before the date of termination.
10. Confidentiality
10.1. The protection of confidentiality is very important to us that is why when you disclose or share any information it will be kept strictly confidential.
10.2. Where any information is disclosed to you, or where it is disclosed by an Other Member you agree that the information belongs solely and exclusively to the person disclosing it, and that you will keep it strictly confidential and not:
10.2.1. disclose, communicate, reproduce or distribute it, or use it for your own benefit, whether personally or commercially, and whether directly or indirectly;
10.2.2. use it for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to our business or reputation.
11. Intellectual Property and Data Protection
11.1. For the purposes of these Terms Intellectual means all worldwide Intellectual Property Rights whether registered or unregistered, registrable or non-registrable, including any application or right of application for such rights and shall include copyright and related rights, database rights, confidential information, trade secrets, know how, trade names, business names, trademarks, passing off rights, patents and rights in designs.
11.2. As part of the Membership you may have access to materials, resources, information, templates, data and other content (“Content”). You accept that we are the owner or licensee of all Intellectual Property Rights and any other rights existing in the Content and that the Content can only be used for your personal use in connection with your access to and use of the Membership and no Content should be shared, copied, disclosed, reproduced, published or made available to a third party whether or not for commercial reasons without our express consent. Nothing in these Terms operates to transfer ownership of any Intellectual Property Rights in any Content to you and you may not use any of our Intellectual Property Rights including but not limited to our trade marks, business names, domain names and any logos without our prior written consent.
11.3. We shall grant to you a limited, worldwide, non-transferable, non-exclusive, revocable licence to access and use any Content provided as part of your Membership solely for your private and non-commercial use and for the purposes intended by these Terms.
11.4. Any and all personal data that you may provide to us will be processed, collected, used and held in accordance with the relevant Data Protection Legislation and the terms of our privacy notice which is displayed at www.happyhealthyyoga.co.uk
12. Liability
12.1. By joining the Membership you acknowledge and agree that:
12.1.1. these Terms do not constitute or imply any business relationship other than as set out within; and
12.1.2. the Membership is a group experience and any information, support and guidance provided will not be personal to you and should not be taken or relied upon as advice, guidance or information personal to you; and
12.1.3. you have not relied on any statement, promise, warranty or representation made or given by or on our behalf.
12.2. We shall not be liable to you, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated saving, failure to achieve any benefit expected to be derived from the membership, loss of data recorded on any computer or other equipment or any special, commercial, economic, indirect or consequential damage or pure economic loss or any costs, charges or expenses you may incur or suffer as a result of you joining.
12.3. We warrant that the Membership will be as described and fit for the purposes in which it is intended to be used. Save for this warranty, all warranties and representations are excluded to the fullest extent permitted by law.
12.4. Nothing in these Terms seeks to excuse or limit your legal rights as a consumer, where applicable. For further information concerning your legal rights please contact your local Citizens Advice Bureau.
12.5. Our total liability to you (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the total Fee payable or paid by you within the six (6) months prior to the time loss is sustained.
12.6. To the maximum extent permitted by law, we shall not be liable (whether caused by us, our agents, employees or otherwise) to you for any failure to deliver the Membership, any Sessions or provide access to any Groups where we are prevented due to a reason behind our reasonable control.
12.7. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraud or fraudulent misrepresentation or any matter which it would be illegal for us to exclude.
12.8. During the term of our agreement and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, employees, contractors, or Other Members, or our or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors or Other Members.
13. Contact with Us
13.1. The Membership will be delivered by Happy Healthy Yoga. Our registered business address is 64 Chart Road, Folkestone, CT19 4EP. If you would like to contact us you can email us at frances@happyhealthyyoga.co.uk.
13.2. Where these Terms refer to the provision of notice, this must be provided to us in writing by email or by post using the addresses above. All emails and post will be deemed served 48 hours after sending.
13.3. All contact between us will be via email. We will contact you using the email address which you provide at the time of joining and it shall be your responsibility to notify us if this changes. This condition does not affect your statutory rights.
14. General
14.1. In the event any provision of these Terms is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
14.2. All titles and headings used within these Terms are for reference purposes only.
14.3. We shall be entitled to transfer any of our rights and obligations under these Terms at any time, without notice to you.
14.4. No failure or delay by either one of us in exercising any of our respective rights under these Terms shall be deemed to be a waiver of that right, and no waiver by either one of us of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
14.5. These Terms and any dispute or claim arising out of them (including non-contractual disputes of claims) shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
14.6. Where we deem it necessary to vary or modify these Terms (other than any Fee) then we shall notify you of any changes by email and your continued use of the Membership will be deemed as your acceptance of any changes.
14.7. Save as provided for in clause 12.8 the Contracts (Rights of Third Parties) Act 1999 shall not apply.