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Terms and conditions

General Terms

What is COVERME. 

The COVERME platform allows the venue to request and book on-demand casual freelance instructors. When the cover instructor is booked by a venue via the COVERME platform it is the sole responsibility of the cover instructor who provides such cover.  We act only as a facilitation platform for the booking of cover and are in no way responsible or liable to the venue, instructor or cover instructor for the actual services that are performed. 

Responsibility and Liability 

All responsibility for the cover created on the CoverMe platform lies solely with the instructor/venue and it is their responsibility entirely to ensure that this cover provided via the app is in accordance with applicable laws and regulations wherever they are taking place, and for ensuring that appropriate liability or other insurance is in place. CoverMe platform is an online service only and has no liability whatsoever for anything associated with what happens at the venue or cover that is agreed on the  platform. We also bear no responsibility whatsoever for any content posted by the venue. 

By using CoverMe platform you accept that you will not: 

Use CoverMe Platform in any way other than in accordance with its purposes and intentions.

Act in violation of these Terms. 

Publish content or other materials that are, or may be perceived as, inappropriate, indecent, offensive or degrading.

Publish content or other materials to which any other person hold proprietary rights, without prior agreement. 

Copy, publish, resell, modify, interfere, obtain unlawful access to (or attempt to do so) CoverMe platform its software, user interface or personal information or other content in CoverMe platform.

Gain access to, copy, publish or in other way use the personal data of other CoverMe platform users for any other purpose than to create, administrate and participate in CoverMe platform groups or events. 

Add participants to a CoverMe platform group or event that you either know, or have reason to believe, does not wish to be in the group or event. 

Distribute any of the contents in CoverMe platform. Content includes text, image, audio, video, software, script or other materials available in CoverMe platform. 

Try to bypass security-related features in CoverMe platform. If you use CoverMe platform in violation of these principles or the Terms and Conditions in general, we may close your user account and terminate the agreement with immediate effect. CoverMe platform may, on its own initiative, monitor and investigate specific or randomly selected content with the intention of uncovering violations of applicable Terms. We may also remove or censor content or other material that we believe violates these terms, the purpose, or intentions with CoverMe uncovering violations of applicable Terms.

Data Protection 

We shall comply with all applicable data protection legislation and ensure that at all times when we are processing personal data we take all appropriate technical, operational, managerial, physical, organisational measures in accordance with prevailing practices of care, skill, professionalism and diligence to safeguard against unauthorised or unlawful processing of personal data and against any unauthorised or unlawful accidental loss, destruction of, or damage to, personal data and ensure the security of such personal data. 

Our Rights

We reserve the right at all times to edit, refuse to post or remove from the CoverMe platform any profile, information or materials for any reason whatsoever, and to disclose any information we deem appropriate to satisfy any obligation we may have under applicable laws, regulatory requirements, legal processes, or to satisfy any request of the police, government or any regulatory body.  For the avoidance of doubt, we reserve the right to remove any rating that we believe in our sole discretion is inappropriate. 

Third Party and External Links

The CoverMe platform may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.

Governing Law and Jurisdiction 

These terms shall be subject to the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.

Contacting us 

Please submit any questions you have about these terms and conditions or any complaint or concern in relation to the CoverMe platform via hello@covermeapp.co.

CoverMe Instructor Terms and Conditions

These terms and conditions constitute a legally binding agreement between the instructor and CoverMe, and apply to the instructor and any other users who access or use the CoverMe platform either on the Instructor’s behalf or otherwise. 

CoverMe and the Instructor shall each be a “Party” and together the “Parties”.

Agreed Terms

1. Interpretation

1.1 The following definitions and rules of interpretation in this Clause apply in the Agreement:

“Agreement” means these instructor terms and conditions entered into between the Parties;

“App(s)” or “Application(s)” means CoverMe’s software and/or applications allowing instructors to offer their services, audition, and accept requests for on-demand casual freelance instructors to cover venues’ fitness, recreational, wellness or other classes, experiences, activities and events;

“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Commencement Date” means the date upon which the instructor first signed up to using, and/or accessed, the CoverMe platform;

“Confidential Information” means any information which is disclosed by one (1) Party to the other Party that is marked as being confidential or which may reasonably be regarded as confidential, that relates to the business, affairs, products, trade secrets, technology, know-how, methodology of supply, developments, finances, employees or suppliers of the disclosing Party;

“CoverMe” means Cover Me Limited, a company registered in England and Wales, with company number 13089763, whose registered address is at C/O Law Accountancy Services, 5 Hyde Road, Paignton, Devon, England, TQ4 5BW;

“CoverMe Marks” means:

  1. any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
  2. any identifying slogans and symbols;
  3. any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and
  4. the “look and feel” of CoverMe and/or the CoverMe platform, whether or not registered.

 

“CoverMe Platform” means CoverMe’s Applications, webapps, websites and any other services and offerings provided by CoverMe;

“Data Protection Legislation” means:

  1. to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data (as defined below);
  2. to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Instructor or CoverMe is subject, which relates to the protection of Personal Data;

“Domestic Law” means the law of the United Kingdom or a part of the United Kingdom:

“EU GDPR” means the General Data Protection Regulation (EU) 2016/679;

“EU Law” means the law of the European Union or any member state of the European Union;

“Instructor” means the individual accessing or using the CoverMe platform as intended to provide instructor services for any fitness, recreational, wellness or any other classes, experiences, activities or events;

“Instructor Account” means the instructor’s account and/or profile on the CoverMe platform, registered and set up by the instructor or by CoverMe on the instructor’s behalf;

“Instructor Content” means all and any text, information, data, images, audio or video material, in whatever medium or form, inputted or posted by the Instructor or CoverMe on the Instructor’s behalf on the CoverMe Platform, including but not limited to the Instructor’s profile and any communications between the Instructor and any Venues or CoverMe; 

“Intellectual Property Rights” means all and any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any CoverMe Marks;

“Normal Business Hours” means 9.00 am to 6.00 pm local UK time each Business Day;

“Open-Source Software” means any software licensed under any form of open-source licence meeting the Open Source Initiative’s Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the CoverMe platform, or with which the CoverMe platform is compiled or to which it is linked;

“Personal Data” shall have the meaning ascribed to it under Clause 8.1;

“Security Event” means:

  1. any unauthorised third-party access to the CoverMe platform; or 
  2. any use of the CoverMe platform by the instructor that is in breach of this Agreement and/or has the potential to materially impact the CoverMe platform or use of the CoverMe platform and any of CoverMe’s other services by any of CoverMe’s clients or other instructors or end users; or
  3. any Vulnerability or Virus introduced into the CoverMe platform by (or facilitated through) the instructor.

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“Venue(s)” means the gym, studio, venue and/or other user accessing or using the CoverMe Platform as intended to place advertisements and/or manage cover for any fitness, recreational, wellness or other classes, experiences, activities, events or services;

“Virus” means any thing or device (including any software, code, file or programme) which may:

  1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
  2. 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 
  3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity or availability, and the term “Vulnerabilities” shall be interpreted accordingly.

1.2 References to Clauses are to the Clauses of this Agreement. Clause headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement, and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.6 A reference to writing or written includes email but not faxes.

1.7 If there is an inconsistency between any of the provisions of this Agreement and the terms and conditions located at any URL, the provisions of this Agreement shall prevail.

1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Term

2.1 Please read these terms carefully before you subscribe to the services on the CoverMe platform. By signing up to, accessing and/or using the CoverMe platform (including but not limited to accepting a job advertisement), or by clicking any button to indicate its consent, the instructor agrees and accepts to be bound by this Agreement, just as if it had agreed to the Agreement in writing. If the instructor does not agree to this Agreement, it must not use the CoverMe platform or any services provided by CoverMe.

2.2 The CoverMe platform allows the instructor to offer their services and accept requests to cover venues’ fitness, recreational, wellness or other classes, experiences, activities and events. This Agreement shall commence on the Commencement Date and continue until and unless terminated in accordance with the provisions of this Agreement.

3. User Subscription

3.1 Subject to the restrictions set out in this clause 3, and the other terms and conditions of this Agreement, CoverMe hereby grants to the instructor, for the term of this Agreement, a revocable, non-exclusive, worldwide, non-transferable right and licence, without the right to sublicense, to use the CoverMe platform for the purpose of the instructor offering its services, auditioning, and accepting requests for on-demand casual freelance instructors. 

3.2 In relation to the instructor Account, the instructor undertakes that:

  1. it will not allow or suffer its Instructor Account to be used by any individual other than the instructor;
  2. it shall keep a secure password for its use of the CoverMe platform, and shall keep this password confidential;
  3. if CoverMe discovers that any access to the Instructor Account or CoverMe platform, or a password, has been provided to an individual who is not the Instructor, then without prejudice to CoverMe’s other rights and remedies, CoverMe shall promptly disable any access and passwords to the instructor Account.

3.3 When using the CoverMe platform, the instructor shall comply with its obligations under this Agreement. 

3.4 If the instructor becomes aware that any instructor content or its use of the CoverMe platform breaches the terms of this Agreement, the instructor shall

  1. remove the relevant instructor content; and
  2. seek to remedy any breach as soon as possible, but in any event within forty-eight (48) hours of becoming aware of the breach.

3.5 If the instructor is in breach of Clauses 3.3 or 3.4, CoverMe may (but shall not be obliged to) remove the relevant instructor content and disable the instructor account and/or the instructor’s access to the CoverMe platform for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and remedies and without prior notice to the instructor.

3.6 Notwithstanding any other provision in this Agreement, if there is a Security Event, CoverMe may, without liability or prejudice to its other rights and remedies and without prior notice to the Instructor, remove the relevant instructor content and disable the instructor account until the relevant Security Event has been resolved. CoverMe shall give the instructor written notice as soon as is reasonably practicable of the nature of the relevant Security Event.

3.7 The instructor shall not:

  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:
    (i) except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the CoverMe platform in any form or media or by any means; or
    (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CoverMe platform;
  2. attempt to use the CoverMe platform in any way that might damage the name or reputation of the CoverMe platform, the CoverMe Marks or of CoverMe; 
  3. access all or any part of the CoverMe platform in order to build a product or service which competes with the CoverMe platform;
  4. except as permitted herein, use the CoverMe platform to provide services to third parties;
  5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the CoverMe platform available to any third party;
  6. attempt to obtain, or assist third parties in obtaining, access to the CoverMe platform; or
  7. introduce, or permit the introduction of, any Virus or Vulnerability into the CoverMe platform.

3.8 The instructor shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the CoverMe platform and, in the event of any such unauthorised access or use, promptly notify CoverMe.
3.9 introduce, or permit the introduction of, any Virus or Vulnerability into the CoverMe platform.

4. Additional User Subscriptions

4.1 Subject to Clauses 4.2 and 4.3, the Client may, from time to time during any Subscription Term or Renewal Term, purchase additional User Subscriptions and CoverMe shall grant access to the CoverMe Platform to such additional Authorised Users in accordance with the provisions of this Agreement.

4.2 If the Client wishes to purchase additional User Subscriptions, the Client shall send a written request to CoverMe setting out the additional User Subscriptions required. CoverMe shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld).

4.3 If CoverMe approves the Client’s request to purchase additional User Subscriptions, CoverMe will notify the Client of the approval and the Client shall, within thirty (30) days of the date of CoverMe’s invoice, pay to CoverMe the relevant fees for such additional User Subscriptions as stipulated by CoverMe’s invoice. If such additional User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

5. CoverMe’s Obligations

5.1 CoverMe shall, during the term of the Agreement, provide the Instructor with access to the CoverMe Platform on and subject to the terms of this Agreement. CoverMe undertakes that the CoverMe platform and any services provided by CoverMe will be provided and performed with reasonable skill and care.

5.2 Notwithstanding Clause 5.1:

  1. nothing in the Agreement creates an obligation for CoverMe to make introductions between the Instructor and the Venues;
  2. CoverMe does not warrant that:
    (i) the Instructor’s use of the CoverMe platform will be uninterrupted or error-free;
    (ii) the CoverMe platform will meet the Instructor’s requirements; or
    (iii) the CoverMe platform will be free from Vulnerabilities; and
  3. CoverMe 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 the Instructor acknowledges that the CoverMe platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3 This Agreement shall not prevent CoverMe from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

5.4 CoverMe warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

5.5 CoverMe offers the Instructor the right to use the CoverMe Platform which enables the Instructor to offer its services to Venues. When the Instructor and/or a Venue makes or accepts a request for instructor cover, they are entering into a contract directly with each other. CoverMe is not, and does not, become a party to or other participant in any contractual relationship between the Instructor and the Venues. Whilst CoverMe works hard to ensure the Instructor has a great experience in using the CoverMe Platform, CoverMe does not and cannot control the conduct or performance of the Venues, and does not guarantee: (a) the quality, safety, security, suitability or legality of the Venues; (b) the truth or accuracy of any Venue’s profile or advertisements for instructor cover; or (c) any reviews of a Venue left by CoverMe’s other instructors.  

5.6 The Instructor acknowledges that CoverMe has no general obligation to monitor the use of the CoverMe Platform and verify information provided by its clients or other instructors or end users, but has the right to review, disable access to the CoverMe Platform, or remove or edit any Instructor Content to: (a) operate, secure and improve the CoverMe Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (b) ensure the Instructor’s compliance with this Agreement; (c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (d) address Instructor Content that CoverMe determines is harmful or objectionable; (e) take actions set out in this Agreement; and (f) maintain and enforce any quality or eligibility criteria, including by removing Instructor Content or other content that does not meet any of CoverMe’s quality and eligibility criteria. Where we remove or disable Instructor Content, we will notify the Instructor and provide the reasons for such a measure, unless such notification would: (a) prevent or impede the detection or prevention of fraud or other illegal activities; (b) harm the legitimate interests of other CoverMe clients, instructors or third parties; or (c) contravene applicable laws.

5.7  The Instructor agrees to cooperate with and assist CoverMe in good faith, and to provide CoverMe with such information and take such actions as may be reasonably requested by CoverMe with respect to any investigation undertaken by CoverMe regarding the use or abuse of the CoverMe Platform.

5.8 From time-to-time CoverMe may:

  1. modify the CoverMe platform and the services provided under the CoverMe platform or otherwise by CoverMe by issuing updates; and 
  2. make new features, functionality, applications or tools available in the CoverMe Platform.

6. Instructor’s Obligations

6.1 The Instructor will be required to create an Instructor Account, and must provide to CoverMe the documentation set out in Clause 5.3 (b) (i), in order to access and use the CoverMe Platform. Once CoverMe has reviewed, processed and accepted the Instructor’s details and documentation, the Instructor will be required to create a full profile, select the services it is prepared to offer to, and accept requests from, Venues, and determine the distance radius in which it is willing to provide such services. Upon joining the CoverMe Platform, the Instructor is agreeing to accept relevant job offers from multiple Venues within the selected radius. If the Instructor wishes to only receive job offers from Venues they already provide services to, they should disable the radius function. 

6.2 When the Instructor arrives at a Venue to provide its services, the Instructor must, and it is their responsibility to, register at the Venue with the Venue’s check-in QR code.

6.3 The Instructor warrants and represents that:

6.3.1 the Instructor: (i) is seventeen (17) years or older; (ii) is entitled to work in the United Kingdom; (iii) does not have any criminal convictions; and (iv) holds valid and appropriate qualifications;

6.3.2 it shall provide CoverMe with:
(i) the following documentation:
(ii) a valid certificate of insurance evidencing the Instructor’s fitness instructor or personal trainer insurance;
(iii) group exercise certificates, and personal trainer certificates (as applicable);
(iiii) proof of identity and age documentation (such as a copy of the Instructor’s driving license or passport); unless an approved club instructor already employed
(iv) all necessary co-operation in relation to this Agreement; and all necessary access to such information as may be required by CoverMe in order to provide the CoverMe Platform, including any Instructor Content, security access information and configuration services;

6.3.3 it shall provide its services to the Venues in a professional manner with all due care, skill and ability, and conform with all reasonable instructions given by a Venue. It shall comply with all reasonable standards of safety and comply with a Venue’s health and safety procedures at the premises where the Instructor’s services are to be provided;

6.3.4 it shall at all times while providing its services to Venues via the CoverMe Platform maintain in force valid fitness instructor or personal trainer insurance with a reputable insurance company, such cover to include but not be limited to public liability cover. The Instructor shall be solely responsible for the payment of such insurance, shall ensure that the insurance policy is kept up-to-date at all times, and shall provide evidence of such cover to CoverMe within twenty-four (24) hours of any request;

6.3.5 the Instructor will be solely liable to the Venues for the services it provides and performs, and CoverMe will in no way be liable to either the Venues nor the Instructor in respect of the provision of the Instructor’s services or otherwise.

6.4 the Instructor Content shall not:

  1. be spam, unwanted contact or content that is shared repeatedly in a disruptive manner;
  2. be discriminatory or defamatory in any manner;
  3. endorse or promote an illegal or harmful activity, or that is sexually explicit, violent, graphic, threatening or harassing; or 
  4. be content that attempts to impersonate another person, venue or entity, including a representative of CoverMe;
    (i) it shall not be in any way discriminatory when selecting to audition or cover classes;
    (ii) without affecting its other obligations under this Agreement, it shall comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under this Agreement;
    (iii) it shall carry out all other Instructor responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Instructor’s provision of such assistance as agreed by the Parties, CoverMe may adjust any agreed timetable or delivery schedule as reasonably necessary;
    (iiii) it shall obtain and shall maintain all necessary licences, consents, and permissions necessary for CoverMe, its contractors and agents to perform their obligations under this Agreement, including provision of the CoverMe Platform;
    (iv) it shall ensure that its network and systems comply with the relevant specifications provided by CoverMe from time-to-time;
    (vi) it shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to CoverMe’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Instructor’s ’network connections or telecommunications links or caused by the internet;
    (vii) as agreed between the Parties, it shall be responsible for responding to all third-party requests concerning the use of the CoverMe Platform by the Instructor; and
    (viii) it shall not access the CoverMe Platform in a manner intended to avoid incurring fees, including but not limited to any fees payable by the Venues to CoverMe.

6.5 The Instructor acknowledges and accepts that the relationship of the Instructor to the Venues and/or CoverMe is that of an independent contractor, and nothing in this Agreement shall render the Instructor an employee, worker, agent or partner of the Venues and/or CoverMe under any circumstances. 

6.6 The Instructor shall own all Intellectual Property Rights in and to all of the Instructor Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Instructor Content.

6.7 The Instructor hereby grants to CoverMe a non-exclusive, non-transferable right during the term of this Agreement, to the Instructor Content and to carry out any acts that would otherwise be restricted by any of the Instructor’s Intellectual Property Rights in the Instructor Content for the sole purpose of enabling CoverMe to provide the CoverMe Platform and any other service to the Instructor in accordance with this Agreement.

6.7.1 The Instructor acknowledges and agrees that CoverMe may:

  1. include the Instructor’s name or the Instructor’s trade marks or logos in a list of CoverMe’s customers in any medium; and 
  2. refer to the Instructor, orally or in writing, as a user of the CoverMe Platform for promotional, marketing and financial reporting purposes. 

6.8 The Instructor acknowledges and accepts that CoverMe is not responsible or liable for the deletion of or failure to store any Instructor Content, and other communications maintained or transmitted through the CoverMe Platform.

6.9 The Instructor must notify CoverMe of any grievances between the Venue and any Instructor immediately via the help desk, found in the settings of the App. The Venue and the Instructor will in the first instance work together to resolve any issue concerning or in connection with the Instructor’s services. If the Venue and the Instructor cannot resolve the matter, CoverMe will review the matter. The Instructor must provide CoverMe will all requested information or evidence in respect of a dispute between the Venue and the Instructor. CoverMe may suspend the Instructor’s access to the CoverMe Platform pending any investigation. Any decisions made by CoverMe will be final.

7. Fees

7.1 CoverMe will at no time be responsible for the payment of any fees or remuneration to the Instructor for their services to the Venues, and the Instructor shall be fully responsible for invoicing the Venues either through the CoverMe Platform or via the Instructor’s other preferred methods.

7.2 The Instructor acknowledges and accepts that a Venue may cancel a booking for the Instructor’s services up to four (4) hours before the Instructor’s services are due to commence without any liability to the Instructor. Should a Venue cancel the booking for the Instructor’s services within four (4) hours of the commencement of such services, the Venue shall be responsible for paying the Instructor’s fees in full. CoverMe reserves the right to freeze or remove the Instructor’s access to the CoverMe Platform where a Venue reports a “NO SHOW” (being a failure of the Instructor to abide by the terms of cancelling a booking). 

8. Intellectual Property Rights

8.1 The Instructor acknowledges and agrees that CoverMe and/or its licensors own all Intellectual Property Rights in the CoverMe Platform and any other services provided by CoverMe (whether integrated into the CoverMe Platform or not), and the CoverMe Marks. Except as expressly stated in this Agreement, this Agreement does not grant the Instructor any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the CoverMe Platform, CoverMe’s services or the CoverMe Marks.

8.2 CoverMe confirms that it has all the rights in relation to the CoverMe Platform and the CoverMe Marks that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

8.3 If the Instructor wishes to display the CoverMe Marks in relation to its use of the CoverMe Platform the Instructor shall:

  1. obtain in advance a written licence from CoverMe; and
  2. comply with any guidelines set in the above-mentioned licence.

8.4 All uses of a Party’s names, trade marks or logos under this Agreement, including all goodwill arising, shall accrue solely to the benefit of the Party owning the Intellectual Property Rights in those names, trade marks and logos.

8.5 The Instructor shall not, without CoverMe’s prior written consent in each instance, use any CoverMe Mark in advertising, publicity, marketing or other promotional materials or activities.

8.6 The Instructor shall submit to CoverMe in advance for its approval:

  1. any marketing materials; and
  2. a mock-up of any web pages;
  3. which refer to CoverMe, any CoverMe Mark, or the CoverMe Platform. Any licence that may be granted by CoverMe to the Instructor to use any of the CoverMe Marks shall be a revocable, non-exclusive, non-transferable, non-assignable, royalty-free licence to use such CoverMe Marks solely for the purposes of exercising the Instructor’s rights and performing its obligations under this Agreement.

8.7 The Instructor shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to any CoverMe Mark or will dilute the distinctive nature of the CoverMe Marks. At no time during the term of this Agreement or thereafter shall the Instructor attack, challenge or file any application with respect to any CoverMe Mark.

9. Data Protection

9.1 “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” shall mean as defined in the Data Protection Legislation.

9.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.

9.3 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Instructor is the Controller and CoverMe is the Processor. 

9.4 Without prejudice to the generality of clause 8.2, the Instructor will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to CoverMe and/or lawful collection of the Personal Data by CoverMe on behalf of the Instructor for the duration and purposes of this Agreement.

9.5 Without prejudice to the generality of clause 8.2, CoverMe shall, in relation to any Personal Data processed in connection with the performance by CoverMe of its obligations under this Agreement:

  1. process that Personal Data only on the documented written instructions of the Instructor unless CoverMe is required by Domestic Law to otherwise process that Personal Data. Where CoverMe is relying on Domestic Law as the basis for processing Personal Data, CoverMe shall promptly notify the Instructor of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits CoverMe from so notifying the Instructor;
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Instructor, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. not transfer any Personal Data outside of the UK unless the prior written consent of the Instructor has been obtained and the following conditions are fulfilled:
    (i) the Instructor or CoverMe has provided appropriate safeguards in relation to the transfer;
    (ii) the Data Subject has enforceable rights and effective legal remedies;
    (iii) CoverMe complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    (iv) CoverMe complies with reasonable instructions notified to it in advance by the Instructor with respect to the processing of the Personal Data;
  5. assist the Instructor, at the Instructor’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Instructor without undue delay on becoming aware of a Personal Data Breach;
  7. at the written direction of the Instructor, delete or return Personal Data and copies thereof to the Instructor on termination of this Agreement unless required by Domestic Law to store the Personal Data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this Clause 8.

9.6 The Instructor consents to CoverMe appointing Xmplar Management Solutions Private Limited as a third-party processor of Personal Data under this Agreement. CoverMe confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 8 and in either case which CoverMe confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Instructor and CoverMe, CoverMe shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 8.

9.7 CoverMe may, at any time on not less than thirty (30) days’ notice, revise this Clause 8 by replacing it with any applicable Controller to Processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

10. Confidentiality 

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

  1. is or becomes publicly known other than through any act or omission of the receiving Party; 
  2. was in the other Party’s lawful possession before the disclosure; 
  3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; 
  4. is independently developed by the receiving Party, which independent development can be shown by written evidence; or 
  5. 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 this Agreement.

10.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the terms of this Agreement.

10.4 CoverMe shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, except any third party subcontracted by CoverMe to perform services related to maintenance and back-up of Instructor Content and the CoverMe Platform.

10.5 The Parties acknowledge that CoverMe’s Confidential Information includes details of the CoverMe Platform, CoverMe’s services, and the results of any performance tests of the CoverMe Platform.

10.6 The above provisions of this Clause 9 shall survive termination of this Agreement, however arising. 

11. Indemnity

11.1 The Instructor shall be fully responsible and shall indemnify the Venues and CoverMe for and in respect of:

  1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Instructor’s services, where the recovery is not prohibited by law. The Instructor shall further indemnify CoverMe and the Venues against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by CoverMe or the Venues in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
  2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Instructor against CoverMe or the Venue arising out of or in connection with the provision of the Instructor’s services.
  3. The Instructor shall release, defend, indemnify and hold CoverMe, its affiliates, suppliers, employees and contractors harmless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:

    (i) the Instructor Content;
    (ii) the Instructor’s trade marks or logos (if any); or
    (iii) the Instructor’s use of the CoverMe Platform in breach of this Agreement or additional terms that apply to the CoverMe Platform;
    (iiii) the Instructor’s improper use of the CoverMe Platform; and/or
    (iv) the Instructor’s interaction with any Venue or any other instructors or end users using the CoverMe Platform.

11.2 CoverMe shall defend the Instructor against any claim that the use of any of the CoverMe Platform or any of the CoverMe Marks by the Instructor in accordance with this Agreement infringes any third party’s Intellectual Property Rights, provided that this indemnity does not apply to the extent that any such claim is based on the use of any Open-Source Software.

11.3 The obligations of the Parties under Clause 10.2 and 10.3 respectively are conditional on:

  1. the indemnifying party being given prompt notice of any relevant claim;
  2. the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party’s expense; and
  3. the indemnifying party being given sole authority to defend or settle such claim.

11.4 Except as specifically provided in this Agreement, the enforcement and protection of a Party’s Intellectual Property Rights shall be in the sole discretion and control of that Party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that Party. 

11.5 In the defence or settlement of any claim, CoverMe may procure the right for the Instructor to continue using the CoverMe Platform, replace or modify the CoverMe Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) Business Days’ notice to the Instructor without any additional liability or obligation to pay liquidated damages or other additional costs to the Instructor.

11.6 In no event shall CoverMe, its employees, agents and subcontractors be liable to the Instructor to the extent that any alleged infringement is based on:

  1. a modification of the CoverMe Platform by anyone other than CoverMe;
  2. the use of the CoverMe Platform by the Instructor in a manner contrary to the instructions given to the Instructor by CoverMe, or in breach of this Agreement; or 
  3. the use of the CoverMe Platform by the Instructor after notice to the Instructor of the alleged or actual infringement from CoverMe or any appropriate authority.

12. Limitation of Liability

12.1 Save as set out in Clause 10.3, in no event will CoverMe, or its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, arising out of or in connection with the Instructor’s use or inability to use the CoverMe Platform or any other services provided by CoverMe, including but not limited to any direct, indirect, special, incidental, consequential or punitive damages, loss of revenue, loss of profits, loss of goodwill, loss of business, loss of use, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

12.2 This sets out the entire liability of CoverMe (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Instructor:

  1. arising under or in connection with this Agreement;
  2. in respect of any use made by the Instructor of the CoverMe Platform or any other services provided by CoverMe; and
  3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement or the Instructor’s use of the CoverMe Platform.

12.3 Nothing in this Agreement excludes the liability of CoverMe:

  1. for death or personal injury caused by CoverMe’s negligence; or
  2. for fraud or fraudulent misrepresentation. 

13. Termination

13.1 Without affecting any other right or remedy available to it, CoverMe may terminate this Agreement with immediate effect by giving written notice to the Instructor if:

  1. the conduct of the Instructor brings a Venue and/or CoverMe into disrepute, the Instructor’s insurance policy has expired and not been renewed, or the Instructor has falsified information regarding its age, qualifications and experience;
  2. the Instructor fails to pay any amount due under this Agreement (if any) on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
  3. the Instructor commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of five (5) days (or such other time frame for a particular breach as set out in this Agreement) after being notified in writing to do so;
  4. the Instructor suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Instructor with one or more other companies or the solvent reconstruction of the Instructor;
  5. the Instructor applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act, or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Instructor other than for the sole purpose of a scheme for a solvent amalgamation of the Instructor with one (1) or more other companies or the solvent reconstruction of the Instructor;
  6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Instructor;
  7. a person becomes entitled to appoint a receiver over the assets of the Instructor or a receiver is appointed over the assets of the Instructor, or a creditor or encumbrancer of the Instructor attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Instructor’s assets and such attachment or process is not discharged within fourteen (14) days;
  8. any event occurs, or proceeding is taken, with respect to the Instructor in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 12.1(d) – (g) (inclusive);
  9. the Instructor’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

13.2 On termination of this Agreement for any reason:

  1. all licences granted under this Agreement shall immediately terminate and the Instructor shall make no further use of the CoverMe Platform or any other services being provided by CoverMe;
  2. CoverMe may close down any Instructor Account and destroy or otherwise dispose of any Instructor Content on the CoverMe Platform; 
  3. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; 
  4. any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, including Clause 1 (Interpretation), 8 (Data Protection), Clause 9 (Confidentiality), Clause 10 (Indemnity), Clause 11 (Limitation of Liability) and Clause 12 (Termination), shall remain in full force and effect; and
  5. any outstanding balance becomes immediately due and payable.

14. General

14.1 CoverMe shall not be in breach of this Agreement or otherwise liable for any failure or delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. 

14.2 CoverMe may amend or vary this Agreement from time-to-time at its sole discretion.

14.3 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

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

14.6 This Agreement constitutes the entire agreement between the Parties. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

14.7 The Instructor shall not, without the prior written consent of CoverMe, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. CoverMe may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

14.8 Nothing in this Agreement is intended to nor 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 the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.9 This Agreement does not confer any rights on any person or party (other than the Parties and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15. Notices

15.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

  1.  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 
  2. sent by email to the following addresses (or an address substituted in writing by the Party to be served):
    (i) CoverMe: info@covermeapp.co.
    (ii) Instructor: the primary email address listed on the Instructor Account.

15.2 Any notice shall be deemed to have been received:

  1. if delivered by hand, at the time the notice is left at the proper address; 
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or 
  3. if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

15.3 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. Governing Law & Jurisdiction

16.1 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) shall be governed by and interpreted in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).