TERMS AND CONDITIONS

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

By accepting these terms and conditions, you are agreeing to be bound by the terms and conditions below. These terms and conditions form the "Agreement".

The Agreement is a legally enforceable contract between PT Portal Ltd ("PTP", "we" "our" or "us") and "you", the company or person accepting these terms and conditions. If you do not want to be bound by the Agreement, you must not submit the electronic form to create your Account.

  1. Joining PT Portal
    1. We operate an ecommerce business, which enables you to, amongst other things, (a) manage your training schedule and workout history and / or for each of your personal training clients and (b) recommend and sell health and fitness products (“PTP Products”) listed in the PTP online store to your own PT clients, in consideration for a commission from PTP on completion of a sale of a PTP Product to your client (the “Client”). A Transaction is defined herein as a sale of a PTP Product to a Client via the PTP website at www.ptportal.com (the “Site”).
    2. No paid access is required for the registration on the Site and creation and use of a personal PT account or Client account with PTP on the Site (the “Account”). Only PTs or end users who have successfully completed the PTP Account registration signup process on the Site may participate in PTP PT schemes or use PTP.
    3. PTs who register and pay a monthly subscription for the PT Pro account (the “Pro Account”) will be entitled to 50% commission payments of PTP Products they sell (“Commission”). PTs who do not pay a monthly subscription for the PT Pro account will be entitled to 30% Commission.
    4. PTP reserves the right to discontinue the Agreement and terminate it immediately.
  2. Account Usage
    1. As a PT, you can participate and promote health and fitness products by logging into your online personal Account and selecting PTP Products for your personal online PT store and sending campaigns or promotions to your Clients.
    2. As a PT or a Client user of PTP, you will be given access to links to the PTP Store for PTs. You will also be given access to the promotional materials and trademarks of PTP Limited (“Materials”) and affiliated vendors. As long as you comply with the terms of this Agreement, and any terms of a particular third party product seller (“Merchant”), you can place the Materials on your Account.
    3. PTP prohibits the use of this Site by users who publish pornographic, racist, offensive or illegal content (“Offensive Content”). The definition of Offensive Content is entirely at the discretion of PTP.
    4. PTP does not support the advertising or placement of advertisements on any sites connected with Offensive Content.
    5. PTP will at all times attempt to monitor any misuse of the Site. PTP operates in full compliance with all applicable local and international law and requires its PTs and users to also comply.
    6. PTP reserves the right to immediately deactivate your Account and terminate this Agreement with you if you have sent spam, publish Offensive Material via your Account or engaged in any unsolicited promotional activities of whatever nature.
    7. PTs and users must abide by any relevant Merchant’s terms and conditions at all times while conducting any form of promotion or advertising relationship via PTP.
    8. PTP reserves the right to remove Accounts that have remained unverified since creation or have not been accessed in up to 9 months.
    9. You must notify us if your Account is no longer active or if your Account becomes owned by someone else. You must notify us immediately if you become aware, or suspect, any abuses or potential abuses of the Site or your Account.
    10. A Merchant may apply particular terms and conditions to how it deals with you as a PT, Client or PTP user that is selling its products on its behalf (if at all). You must comply with the particular terms of any Merchant you deal with. If you do not wish to comply with those terms, you should deal with different Merchants instead.
    11. You must not breach anti-spam laws or applicable laws generally. PTP may terminate the Agreement and deactivate your Account if you engage in sending spam or unsolicited promotional activities.
    12. PTs when joining PTP via the Site may create a Pro Account in consideration for a monthly subscription payable by the PT to PTP. The cost of the subscription for the Pro Account shall be clearly published on the Site, however, the cost and structuring of the subscription is subject to change at any time at the discretion of PTP. Any changes to the sum or nature of the subscription to PTP will be published on the Site and also notified to the PT directly via the email address provided to PTP on the registration of the Account. The subscription to PTP will be payable to PTP each month and shall be debited automatically from your personal bank account by PTP for the duration of your membership of PTP. On a termination of the Pro Account, the Pro Account shall be able to be used by the PT until a month after the last subscription payment made by the PT to PTP.
  3. PT Commissions and Payment
    1. In relation to PTs, PTP will set out how much Commission is paid for each validated Transaction. The Pro Account allows the PT to receive 50% Commission on the price of all PTP Products sold via the Site to their Clients. Where a PT uses the Site via a non Pro Account, the PT will only receive 30% Commission on PTP Products sold via the Site to the PT’s Clients.
    2. All Commission payments are based on the price of the cost of the PTP Product to PTP and not based on the end price paid by the Client or end user. For the avoidance of doubt, all handling, administrative, delivery and other associated costs and duties with the sourcing, storage and administration of the PTP Products shall be deducted from any Commission payment prior to the payment being made to the PT.
    3. The balance related to your PT Account from PTP Product sales or Merchant product sales (the “Account Balance”) can be viewed by the PT on the PT’s personal Account page on the Site.
    4. We will endeavour to pay any Commissions owed to you within 15 days of delivery of the PTP Product to the Client (as notified to PTP by the recorded delivery postal service) and on the condition that the transaction or sale to your Client for the PTP Product or Merchant Product (the “Transaction”) remains in place.
    5. If you earn Commission from a Transaction with a Client, and that Client returns the item which generated the Commission, we do not have to pay those Commissions to you or if PTP has already paid the Commission to you, PTP shall have a lien over such paid Commission until such Commission is repaid to PTP. PTP reserves the right to set-off any monies owed to PTP by you against any monies owed by PTP to you in accordance with the terms of this Agreement.
    6. Commission will be paid to you in Pounds Sterling (GBP). You accept any currency conversion calculation that takes place is accurate and may include third party processing fees.
    7. If a previously sent payment is rejected by you or unclaimed and requires to be resent using any payment method, a GBP 15.00 'repeat reprocessing' administration handling fee may be charged to you, and deducted from the Commission payment amount. Any costs incurred or associated with return of a payment will be deducted from the Commission payment amount.
    8. If we suspect you have generated Commissions in breach of this Agreement you will, by way of future assignment, assign to us all of your rights and ownership in those Commissions. This includes any Commissions you have already been paid, which you will repay to PTP promptly when we ask.
    9. If we cannot get in contact with you using the contact details set out in your Account settings as provided when you set up your Account or thereafter, and (a) we cannot pay you Commissions because you have provided incomplete or incorrect payment information; or (b) you have not logged in to our Site for 9 months, you waive your right to be paid those Commissions and you assign (by way of future assignment) all of your rights and ownership in any Commissions which we are holding to your Account and you permit us to terminate your Account if necessary.
    10. If we are late paying your Commissions for whatever reason, you cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.
    11. You will not receive any interest on Commissions held to your Account.
  4. Billing
    1. PTP shall deduct Commissions payable to you during the term of this Agreement at the point of sale of the PTP Product to your Client.
    2. You must notify us immediately or update your Account details accordingly online if you:
      1. change your bank account details to which you will receive payment;
      2. have changed or updated your tax status; or
      3. transfer your Account, with PTP’s express permission, to another PT or end user.
  5. Rewards

    For PTs, participation in the incentive reward program (the “Reward Program”) will be activated on creation of an Account with PTP. The details of the Reward Program are available online on the Site and details or terms related to the Reward Program are subject to change at the discretion of PTP without notice to the PT.

  6. Delivery of Products
    1. PTP will deliver the PTP Products to the delivery address you have specified in the order form and in accordance with the delivery option you have chosen. In the event you order various PTP Products to be delivered to different addresses, you will need to submit a separate order form for each delivery address. Any delivery or shipment dates given by PTP are best estimates only and PTP shall not be liable for any loss, damage, costs or expenses for failure to deliver in accordance with the delivery or shipment dates given. In the event that any of the Products ordered are out of stock, this may mean the whole order is delayed.
    2. Title to and risk of loss in your PTP Products will pass to you on delivery of the PTP Products.
    3. You may return the PTP Product to PTP or cancel the entitlement to services and obtain a refund of the price of the returned PTP Product provided that you contact us within seven (7) working days from the day after the goods are delivered.
    4. Although you will have to pay the cost of returns, the refund will include the full value of the PTP Product.
    5. If a PTP Product is sold as part of a product combination (bundle) in which other products are offered for free or at a discount compared to their normal price, the bundled product must at PTP’s request be returned with the product purchased. PTP reserves the right to raise an invoice in respect of any free or discounted bundle product not so returned.
    6. If a PTP Product was supplied in error, is incomplete or faulty and you believe that you are entitled to a replacement or repair, please email delivery@PT Portal.com on hello@PT Portal.com
  7. Paying for your PTP Product
    1. You may pay for your PTP Products by the methods of payment as may be displayed at the Site checkout.
    2. You must pay in the currency as indicated on the Site.
    3. If you are paying by credit or debit card, then you must supply your credit or debit card details into the payment page when you place your order on the Site. PTP will not supply the PTP Products to you nor perform the services until your credit or debit card issuer has authorised the use of your card for payment of the PTP Products and/or services ordered. If PTP does not receive such authorisation we shall inform you accordingly. PTP reserves the right to verify the identity of the credit or debit card holder by requesting appropriate documentation. For the avoidance of doubt, to the extent permitted by law, PTP is not liable for any losses suffered as a result of the use of the online payment system.
  8. PT Termination
    1. PTP reserves the right to terminate an Account and not pay the accrued balance where the PT or an end user has been deemed to breach this Agreement and / or any specified Merchant product terms and conditions.
    2. PTP, in its sole discretion, may disqualify a PT or end user from participation in the use of any or all portions of the Site if such PT or end user engages in any conduct that PTP deems to be illegal, improper, unfair or otherwise adverse to the operation of the Site or detrimental to other users of the Site (“Improper Conduct”).
    3. Such Improper Conduct includes, but is not limited to:
      1. falsifying personal information required during Account creation;
      2. sending spam emails;
      3. sending or publishing Offensive Content;
      4. accumulating earnings or falsifying Client or end user expenditure through methods such as programming techniques or falsified information; and
      5. intentionally trying to defraud or otherwise tamper with the PTP software, product information or Client information comprising the Site.
    4. PTP may void and refuse to pay/reimburse monetary sums that a PT and / or end user has earned or deposited and/or require the return of any monetary sums that a PT may have accumulated if engaged or previously engaged in Improper Conduct.
    5. PTP may also recover any outstanding fees owed by PT or end user using any appropriate and legal method including direct deductions to the PT’s or the end user’s Account Balance.
    6. PTs and end users further acknowledge that the forfeiture of earnings or deposits shall in no way prevent PTP from pursuing other avenues of recourse such as criminal or civil proceedings in connection with any such PT or end user conduct.
    7. A PT or end user may voluntarily close or terminate their Account with PTP. By doing so you waive your right to be paid any unpaid Commissions and you assign (way of future assignment) all of your rights and ownership of any Commissions which we are holding to your Account.
    8. You will not receive any Commissions which are earned after the date of termination of the Account.
  9. Trademarks, Copyrights and Proprietary Rights
    1. You may not, however, distribute, modify, transmit, reuse, re-post, or use the content of the Site for public or commercial purposes, including the text and images without PTP's written permission.
    2. You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in this Agreement or in the text on the Site without the written permission of PTP. PTP neither warrants nor represents that your use of Materials displayed on the Site will not infringe rights of third parties.
    3. PTP assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on Account of your access to, use of, or browsing in the Site or downloading of any materials, data, text or images.
    4. Any communication or material you transmit or post to the Site by electronic mail or any other method, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential, non-proprietary.
    5. The Site may now, or hereafter from time to time, contain links to third-party websites. We do not control, investigate, monitor or check such websites, we are not responsible for the computer programs available from, content in or opinions expressed at such websites. We provide such third-party links only as a convenience to visitors of the Site, and the inclusion of a link does not imply approval or endorsement of the linked site by us. If you decide to leave the Site and access any third-party website, you do so at your own risk.
    6. The trademarks and logos displayed on the Site are registered Trademarks of PTP and/or others. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of PTP or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in this PT Agreement, is strictly prohibited. You are also advised that PTP will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
  10. Limitations of Liability
    1. We will not be liable to you whatsoever and however so caused with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages or losses (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages or losses. Further, in relation to PTs, notwithstanding anything to the contrary contained in this Agreement, in no event shall PTP cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total Commission fees paid to you under this Agreement. For the avoidance of doubt, PTP is not liable to you for any losses however so caused to the full extent permitted by applicable law in Jersey.
    2. PTP does not accept any responsibility or liability for any advice or recommendations of whatever nature published on the Site by end users, Clients, PTs or third parties, including or not limited to, exercises, workouts, PTP Products or programs.
  11. Indemnification

    You hereby agree to indemnify and hold harmless PTP, and its subsidiaries and all third party Merchants, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable solicitors' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on:

    iany claim that our use of trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,

    iiany misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or

    iiiany claim related to your Account, including, without limitation, content therein not attributable to us or any other claim or any nature.

  12. Confidentiality
    1. “Confidential Information" includes any information which is disclosed to you and marked or described as confidential. Confidential Information also includes any information disclosed to you and which ought to reasonably be treated as being confidential. Know-how, information about Merchants, data and software are all examples of Confidential Information. If you are unclear on whether any information disclosed to you is Confidential Information, you should ask us whether or not it can be disclosed.
    2. By entering this Agreement, you consent to us publishing your name on our Site unless you notify us in writing that that information is confidential or that information ought to reasonably be treated as being confidential.
    3. You must not disclose any Confidential Information to any third parties and you must take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying your rights or fulfilling your obligations under this Agreement.
    4. Confidential Information does not include any information which is publicly available, unless it has become publicly available because you have disclosed it. Confidential Information also does not include any information which you receive from a third party, unless that third party is breaching an obligation of confidentiality by disclosing it to you.
    5. The disclosure of our Confidential Information may cause us harm which cannot be repaired, or may cause us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of this Agreement, or if disclosure of Confidential Information is threatened, you agree that we can obtain an injunction against you to prevent disclosure. Our right to an injunction is in addition to any other rights we may have to protect our Confidential Information. If the court grants us an injunction, you must pay all of our legal costs of applying for the injunction.
  13. Miscellaneous
    1. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this Site for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
    2. Notwithstanding any other clause in this Agreement, Your use of any information or Materials on this Site is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Site meet your specific requirements.
    3. The price of PTP Products and Merchant Products and deliveries may have to change from time to time due to ingredient and/or service cost increases.
    4. Any VAT payments (if applicable) will be at the prevailing UK VAT rate.
    5. The prices of PTP Products do not include delivery charges. Delivery charges will be added when you place your order. PTP is not liable for any failure in delivery or losses that result as result of a failure in delivery over the value of the PTP Product being delivered.
    6. PTP may transfer our rights and obligations under this Agreement to another organisation but that will not affect your rights or the obligations under this Agreement.
    7. This Agreement is between you and PTP – no other person or entity shall have any rights to enforce any of its terms.
    8. PTP will make every effort to perform its obligations under this Agreement. However, it cannot be held responsible for delays or failure to perform if such delay or failure is caused by any circumstances beyond our control. In the event of a delay, we will perform our obligations as soon as reasonably possible.
    9. Each of the paragraphs of this Agreement operates separately: if any court or appropriate legal authority determines that any provision of this Agreement is unlawful or unenforceable all other provisions of this Agreement will still remain in force and effect.
  14. Agreement and Changes
    1. The regulations, terms and conditions contained herein represent the complete, final and exclusive agreement between PTP and you, and supersede all prior agreements, representations and understandings between PTP and you.
    2. This Agreement may be terminated by PTP at any time. However, such termination does not affect the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.
    3. PTP reserves the right to change the terms and conditions or functionality of PTP at any time without notice. We will endeavour at all times to ensure you have been notified when material changes have been made to this Agreement. It is also agreed that after the Agreement changes, continued use of the Site or Materials constitutes acceptance of this Agreement. If you do not agree with changes to our Agreement, you should immediately and close their account.
    4. You acknowledge that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of the Site, the terms and conditions of this Agreement shall govern.
    5. PTP reserves the right to change the functionality of the Site at any time without notice.
    6. If any provision of the Agreement conflicts with any other rule, regulation, term or condition of the Site, these terms and conditions of this Agreement shall govern.
    7. In the Agreement unless the context otherwise requires:
      1. words denoting the singular number include the plural and vice versa Words denoting any gender include all genders;
      2. where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
      3. words denoting natural persons include bodies corporate and unincorporate and vice versa;
      4. references to clauses and schedules are to the clauses of and schedules to the Agreement;
      5. headings are for convenience only and may not affect interpretation;
      6. references to any party to the Agreement include the party's successors and permitted assigns;
      7. references to any agreement or instrument include references to that agreement or instrument as amended, novated, supplemented, varied or replaced from time to time; and
      8. references to any legislation or to any provision of any legislation include any modification or re-enactment of that legislation or any legislative provision substituted for, and all delegated legislation and statutory instruments issued under, that legislation or provision.
      9. where any provision of the Agreement is rendered void, unenforceable or otherwise ineffective by operation of law, such avoidance, unenforceability or ineffectiveness that provision is severed from the Agreement and will not affect the enforceability or effectiveness of the remaining provisions.
    8. The Agreement is governed by and must be interpreted in accordance with the laws for the time being in force in the Island of Jersey and each party submits to the non-exclusive jurisdiction of the courts of or exercising jurisdiction in the Island of Jersey.