Version 3.0 dated 23 April 2019

 

 

 

Rig App Terms and conditions for Studios

Terms and conditions for studios, gyms, spas, health clubs and other persons (“Suppliers”) supplying services and other products (“Offerings”) (eg classes) through the Rig App to end users (“Customers”). “Rig App” means the platform owned, controlled, managed, maintained and/or hosted by Rig App Limited (“Rig”), through which Suppliers make their Offerings available to Customers, and through which Customers communicate with each other and with Suppliers, and Customers may contract to receive and pay for the Offerings of Suppliers. Suppliers and Rig are also referred to as “parties” or “party”.

 

The following provisions give details of What Rig will do for you” “What you will do for Rig” and cover the “must” “may” and “must not/will not /cannot” categories. These terms and conditions may be modified at any time by Rig, which will note the update on its website. Use of the Rig App by a Supplier constitutes acceptance of the terms and conditions in force at the time of use. These terms and conditions govern the legally binding contract (also referred to as “this Agreement”) that is formed between Rig and each Supplier by the Supplier’s use of the Rig App.

Presenting Offerings

Once Suppliers agree with Rig to make their Offerings available to Customers through the Rig App, on these and any other applicable terms, including those of Stripe and MINDBODY, Suppliers will be given access to an extranet though which to upload and control their Offerings through the Rig App. Suppliers are fully responsible for uploading and updating all details about themselves and their Offerings including in particular the terms and conditions on which their Offerings are made (“Supplier T&Cs”), their profile, rates, availability and other information which is displayed on the Rig App. Suppliers undertake to be diligent in maintaining the accuracy, completeness and correctness of the descriptive and other information (including the rates and availability) relating to their Offerings.

RIG has the final right of approval of content uploaded by Suppliers, and can require a Supplier to change/amend the material they upload, if in Rig’s reasonable opinion, such material has or may have a negative impact on Rig’s business

Rig will use reasonable skill and care in maintaining the availability of the Rig App to Suppliers and Customers, but does not accept any liability for any interruptions, whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of the Rig App or otherwise.

 

Contract formation between Suppliers and Customers

Rig provides the Rig App as a facilitating means of intermediation between Suppliers and Customers. Rig is not party to the contract formed between Suppliers and Customers in respect of Offerings.

Rig has arranged that Customers accepting any Offerings made by Suppliers can only do so if they have accepted the relevant Supplier T&Cs which are pulled from MINDBODY.

 

Withdrawing

Suppliers can stop making their Offerings available to Customers through the Rig App after emailing studios@rigapp.co.uk and stating their intent to remove themselves and their Offerings, and giving the reasoning behind such removal. Suppliers undertake to fulfil all commitments made to Customers through the Rig App prior to their withdrawal.

Rig reserves the right to remove underperforming Suppliers from the Rig App. This removal will only be after discussions by Rig with an underperforming Supplier about measures they will take to improve their performance, and a minimum two week opportunity to demonstrate improvement to a satisfactory level. “Underperformance” can be evidenced by any relevant measure including poor reviews by Customers, poor class availability via the Rig App, or poor revenue returns for RIG.

 

Intellectual Property

As between the parties, the Supplier acknowledges and agrees that Rig owns all Intellectual Property Rights in the Rig App. As between the parties, Rig acknowledges and agrees that the Supplier owns all Intellectual Property Rights in the Supplier’s website. Neither party shall take any action inconsistent with such ownership by the other party, nor attempt to register any such Intellectual Property Rights of the other party in any jurisdiction.

Neither Rig nor the Supplier, by virtue of this Agreement, shall obtain or claim any right, title or interest in nor to the other’s name, trademarks, service marks, logos or Intellectual Property Rights, except the limited rights of use as specified herein, and each acknowledge and agree that all such use shall inure to the benefit of the respective owner.

Neither Rig nor the Supplier shall alter or remove any printed or on-screen copyright, trademark or other proprietary or legal notices placed or required by either one of them with respect to the use of its trademarks and logos as provided pursuant to this Agreement.

“Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trademarks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registerable rights, any applications made or rights to make applications in respect of any such rights.

 

Data

 

Rig is committed to ensuring that each Supplier’s information is secure. In order to comply with Data Protection Legislation and prevent unauthorised access or disclosure, Rig has put in place suitable physical, electronic and managerial procedures to safeguard and secure the information the Rig App collects online. We will provide Suppliers with each Customer’s full name, email address and in some cases additional personal information if necessary, such as telephone numbers. Rig will not share Suppliers’ information or Customers’ information with any competing parties. Rig will be using third party analytics tools, such as Google Analytics and Mixpanel. Please note Rig will send anonymized data to them. 

 

The Supplier undertakes to comply at all times with the Data Protection Legislation. Where the Supplier processes personal data (as defined in Data Protection Legislation) provided through the Rig App then the Supplier shall adopt and maintain appropriate security measures for processing data, both in terms of the technology used and how it is managed.

“Data Protection Legislation” means: (a) in EU countries, the EC Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 implementing Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications and all local laws or regulations giving effect to these Directives, as may be amended, modified or replaced from time to time, and including all related codes of practice; and/or (b) in non-EU countries, any similar or equivalent laws, regulations or rules relating to information or data about individuals.

 

Liability

Rig does not accept, and excludes any implied or constructive acceptance of, any liability arising directly or indirectly from the existence or use of the Rig App, whether contractual or tortious, of whatsoever nature and howsoever caused, save to the extent that may be required by applicable law. To the extent permitted by applicable law the relevant Supplier will indemnify Rig against any liability that may be occasioned to Rig by such Supplier’s use of the Rig App.

 

Payment

All payments between Suppliers and Customers, and between Suppliers and Rig will be processed through Stripe (https://stripe.com/gb). Suppliers agree to create a Stripe account and to accept the Stripe terms and conditions applying thereto, which include the provision that payments to Suppliers, will be transferred to the Supplier’s nominated bank account on  7 day rolling basis.

 

Offerings – eg individual classes and packages of classes

Suppliers must create a MINDBODY account and accept the MINDBODY terms and conditions applying thereto. Rig App is designed to sync with each Suppliers MINDBODY account and show all Offerings on the Rig App dashboard. Suppliers have the ability to post out Offerings (eg individual classes, packages of classes) to the community of Rig App users and Customers, as they choose, and remove any such Offerings if they feel necessary. Suppliers have full control on the pricing of Offerings. If they wish to change the pricing of any Offerings they can set promo codes from their MINDBODY account and input it into the relevant field on the Rig App dashboard.

 

Rig Charges to Suppliers where Customers are “pay as you go”, not Platinum subscribers

RIG VAT number 305977774

Refunds and Cancellations

RIG has a 12 hour cancellation window. If a user successfully requests a refund the user will be removed from the studio’s booking system. If the user tries to request a refund within 12 hours of the class starting this will be classified as non-refundable and the studio will receive the relevant revenue. If the Supplier wishes to make a manual refund they can do so by accessing their Stripe account in the payments section and processing the refund. Please see the table above for the relevant charge scenarios.

 

Rig Charges to Suppliers where Customers are Platinum subscribers

The Platinum subscription plan was introduced with the aim to drive a higher frequency of bookings per Customer on a monthly basis and therefore drive incremental revenue for the Supplier

Customers on the Platinum Plan get an additional 30% off all classes on the Rig app. This 30% is calculated off the current price of that class in the app. For example, the original price of a class was £20. On the Rig app it is offered at £18. If a Customer who is a Platinum Subscriber books this class the £18 is reduced by 30% to £12.60. That £12.60 is transferred directly to the Supplier with no other fees taken off it.

RIG will try and offset any additional % commission loss to the studio by decreasing the current discount the studio offers.

The associated fees from MINDBODY and Stripe are taken from the revenue RIG makes from the Platinum subscription from the Customer. RIG will charge the Customer £15.59 on a monthly basis.

RIG charges VAT to the Customer whereas on the normal pay as you go model RIG will charge VAT directly to the Supplier through Stripe

Customers who are Platinum subscribers, (as is the case with Customers who “pay as you go”), can book as many classes with the Supplier as they want.

The class refund policy for Customers who are Platinum subscribers is the same as the class refund policy for Customers who are “pay as you go”.

 

Dynamic pricing

With real-time data tracking our system will evaluate the availability of your classes and offer the best possible price to help fill spaces and maximise revenue. Class prices will automatically increase as the class fills so people don't wait for last-minute deals. Dynamic pricing parameters can be adjusted in the settings of your dashboard. A reconciliation report is automatically sent to the registered email on the last day of each month in order to ensure accounting methods are accurate.  For more information on dynamic pricing please email info@rigapp.co.uk

 

Referral Programme

Rig may establish referral programmes to promote the use of a particular Supplier’s Offerings by Customers, for example providing a free class to a Customer bringing new Customers to a Supplier, limited to one free class per Customer per Supplier. The cost of such referral programmes will be borne by the Supplier, unless otherwise agreed by Rig.

Rig may also establish promotions, for example offering a deeply discounted price for a particular Supplier’s Offerings for a time limited period in order to re-engage Customers. The cost of such referral programmes will be borne by the Supplier, unless otherwise agreed by Rig.

 

Discount codes

Discount codes allow RIG to run promotions to drive attendance. Discount codes can be entered at checkout before paying. Discount codes can only be applied on full priced sessions and are only applicable to single classes.

Discount codes types:
- General discount codes (code, discount, start date, end date) - apply to all users of RIG/new users for all classes during the start date and end date. Apply to all non-discounted classes.
- Studio discount code (code, discount, studio, start date, end date, Apply to all non-discounted classes- apply to all users of RIG/new users for all classes of the <<studio>>.
-  Class discount code (code, discount, class/event) - apply to the specific class/event. Apply to all non-discounted classes.

Discount code payment terms can be agreed beforehand. Any queries please email info@rigapp.co.uk

 

Additional Legal Clauses

Further to the provisions on “Withdrawing” set out above, the legally binding contract on these terms and conditions shall remain in force between Rig and the Supplier after either party notifying the other of the wish to terminate. The termination shall be effective only once each party has fully performed its outstanding obligations, whether to Customers and to the other party.

Each party warrants that it owns or has all rights necessary, including with respect to all Intellectual Property Rights, to perform its obligations to the other. Save as aforesaid, neither party makes to the other any warranties, representations or covenants or guarantees, whether express or implied, arising by law or otherwise, including without limitation any implied warranty or condition of merchantability, satisfactory quality or fitness for a particular purpose which are hereby excluded to the fullest extent permitted by law.

Neither party’s liability: (a) for death or personal injury caused by its negligence or the negligence of its employees or agents; (b) under Part I of the Consumer Protection Act 1987; (c) for breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or (d) for fraud or fraudulent misrepresentation, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

In no event shall either party be liable for any: (i) consequential, indirect, incidental, punitive, or special damages whatsoever; or (ii) for loss of profits; (iii) business interruption; (iv) loss of business information; or (v) loss of goodwill or reputation and the like, arising out of or in connection with the use of the Rig App, matters associated therewith, the relationship between them and/or connected therewith, even if such party has been advised of the possibility of such outcomes.

Each party acknowledges that, whether by virtue of and in the course of their dealings with each other or in some other way, it may receive or otherwise become aware of information relating to the other party’s clients, customers, businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, to use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its contractual or legal rights and obligations.

The obligations of confidentiality shall survive termination but shall not apply to any Confidential Information which at the time of receipt by the recipient is in the public domain, or subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents, or is lawfully received by the recipient from a third party on an unrestricted basis, or is already known to the recipient before receipt pursuant to this Agreement, or is disclosed in confidence to a professional adviser of the recipient or is required by law, regulation or order of a competent authority (including any recognised investment exchange) to be disclosed by the recipient.

The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other party in any way.

This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective legal successors and permitted assigns. Neither party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party except for any assignment made in connection with any business combination transaction, whether carried out as a sale of assets, merger, sale of stock or any other combination thereof or similar transaction by such party, followed by continued availability of the Rig App or its use by the successor business.

This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. Each party warrants to the other that it has not been induced to enter into this Agreement by any prior representations whether oral or in writing, except as specifically contained in this Agreement. Neither party shall have any remedy in respect of any statement made by the other and relied upon in entering into this Agreement unless such untrue statement was made fraudulently.

If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

Provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

This Agreement shall be construed in accordance with and governed by the laws of England. The parties agree that any dispute or claim in connection with this Agreement shall be brought exclusively in the courts of England and expressly waive any objection they may have to such jurisdiction and venue.