Diald Coach Terms and Conditions

1.Definitions

2.Our contract

1. 2.1.

   The relationship between us is solely that:

   1. 2.1.1

      in consideration of a fee charged by us, we provide for you an Internet market place as an arm’s length contractor;

   2. 2.1.2

      we act as your agent solely in the collection of money paid by your Client;

   3. 2.1.3

      we are not your partners or joint venturers.

2. 2.2.

   If you place a Coach Service for sale on Our Website, you do so subject to these terms.

3. 2.3.

   When you place a Coach Service on Our Website, you will be bound to provide all the information required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

4. 2.4.

   We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.

5. 2.5.

   Although we are not a party to your contract with a Client introduced to you via Our Website, we shall remove Your Services from offer if a Client or Our Website visitor has a valid complaint against you.

6. 2.6.

   Subject to this agreement and to the procedures set out in Our Website, you may enter a Coach Service for sale through Our Website.

3.The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("the Regulations")

1. 3.1.

   You authorise us to take any action that may reasonably be required from time to time, to protect your interests and ours in connection with a breach or possible breach of the Regulations.

2. 3.2.

   Because we are not your agents except to market Your Service and take payment, all your obligations under the Regulations must be fulfilled by you. That means the information you provide to us by entry or upload into Our Website must be clear, sufficient and complete, to comply with the Regulations.

3. 3.3.

   Our Website provides routes for a Client to contact you, purchase a Plan, raise an issue and exercise any applicable cancellation rights.

4. 3.4.

   We will also provide regulatory information relating to commencement and cancellation. We expect you to comply with those terms unless Your Services, or your business model, require different terms. The terms on Our Website will be communicated only as information to the Client and not as contract terms.

5. 3.5.

   Because every reference to Coach Service of yours, made by you or by us, may be treated by a consumer as contractual, you agree:

   1. 3.5.1

      to make clear any contractual term in content you place on Our Website, which may be different from any term on Our Website.

   2. 3.5.2

      that no content on your website will contradict content you place on Our Website.

4.Your Coach Service placement

You agree:

1. 4.1.

   not knowingly to place any Coach Service for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a Client before purchase.

2. 4.2.

   immediately to remove from sale on Our Website any Coach Service which for any reason, you are unable to supply.

3. 4.3.

   not to re-place any Coach Service we remove from offer for sale.

5.Complaints about Coach Services

You agree that you will at all times:

1. 5.1.

   reply promptly and in any event within 48 hours to any Client message or other correspondence;

2. 5.2.

   comply with the law relating to all aspects of the contract between you and your Client, relating in particular to your obligations to provide full information and accept cancellation and returns. However, you may also offer more favourable terms to your Clients as per your own returns and refunds policy set out on your website or otherwise in your terms and conditions;

3. 5.3.

   when you have an obligation to return money to a Client for any reason, you will do so immediately in line with the cancellation and refunds policy set out on Our Website;

4. 5.4.

   comply with the Diald procedures relating to fulfilment of an order, the seven-day Plan review process, refunds, disputes and complaints, as set out on Our Website from time to time;

5. 5.5.

   provide information and evidence reasonably requested by us in respect of non-supply, a complaint, a refund, a payment dispute or suspected fraud.

6.The selling procedure

1. 6.1.

   Diald is not responsible for the fulfilment of your contract to sell a Coach Service.

2. 6.2.

   You agree that a contract for a Coach Service offered by you is firm and binding when the Client's payment has been accepted by our payment service provider.

3. 6.3.

   Coach Services may be offered for sale subject to any discount or promotion arranged between Diald and you.

4. 6.4.

   Subject to discounts and promotions, Coach Services are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately. If not shown, it will not be charged.

5. 6.5.

   Coach Services will be offered for sale and sales made, subject to the terms and conditions applicable to Clients. You accept and endorse these terms and agree to comply in all respects with the corresponding obligations of a Coach. You may view the Client's conditions on Our Website at any time.

7.Value added Tax

1. 7.1.

   Fees and commissions specified on Our Website are exclusive of VAT where VAT is legally chargeable.

2. 7.2.

   If we are required to charge VAT on our fee, it will be shown and deducted in addition to the commission due to us.

3. 7.3.

   You are responsible for determining, charging, reporting and paying any VAT or other tax due on your sales to Clients.

4. 7.4.

   Diald may request information about your business, tax status and VAT registration where reasonably required for tax, payment or reporting purposes.

8.Our commission and payment to you

1. 8.1.

   We sell Your Service at the price you place on it, subject to these terms and the requirements we set out on Our Website from time to time.

2. 8.2.

   Our fees and commissions are payable on demand. You irrevocably authorise us to deduct them from sums paid to us by your Client.

3. 8.3.

   Our Website selling system is an automated system which can be followed by you through a "control panel".

4. 8.4.

   We retain a platform commission equal to 5% of the gross purchase price of each Coach Service sold through Our Website.

5. 8.5.

   Your net sale proceeds become eligible for transfer no earlier than seven days after successful payment, provided no issue, refund, chargeback, payment dispute, compliance concern or other hold applies.

6. 8.6.

   Transfers are made through Stripe Connect to the payout account linked to your Stripe connected account.

7. 8.7.

   You must complete Stripe Connect onboarding, keep your payment and identity information accurate, and remain eligible to receive transfers.

8. 8.8.

   We will send you an invoice for our charges.

9. 8.9.

   If we do or could earn interest on any cash balance in our control for the period between payment by a Client and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.

10. 8.10.

    If a Client action results in a chargeback, payment dispute or refund, you agree that we may reverse or recover any related transfer and deduct the amount, together with any fee paid to Stripe or our bank, from any sum due to you at or after that time.

11. 8.11.

    If you or we accept any cancellation and consequently refund money to a Client, we are not obliged to repay commission to you.

12. 8.12.

    We may hold, delay or stop a transfer while a seven-day Plan issue, refund request, chargeback, payment dispute, suspected fraud, legal or regulatory concern, or breach of this agreement is investigated or resolved.

9.Your Coach Service warranties

1. 9.1.

   You also warrant that your profile, qualifications, experience, availability, prices and Service descriptions are accurate and kept up to date; that you hold any qualification, licence and insurance reasonably appropriate to the Coach Services you offer; and that you will not claim to provide medical or other regulated professional advice unless lawfully qualified and authorised to do so.

2. 9.2.

   You warrant that any Coach Service you place on Our Website for sale:

   1. 9.2.1

      is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;

   2. 9.2.2

      complies with the law of Great Britain and with any law that applies where you choose to provide it;

   3. 9.2.3

      is not intended primarily to advertise any business, except your business, so far only as it is carried on through Diald.

3. 9.3.

   You warrant that you own the copyright of any Coach Service you place on Our Website for sale, or that you have the permission of the copyright owner:

   1. 9.3.1

      to place the Coach Service on Our Website for sale;

   2. 9.3.2

      to receive the net proceeds of such sales as arise;

   3. 9.3.3

      to defend the copyright in the Coach Service.

10.How we handle your Content

1. 10.1.

   If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control over who sees it or what anyone does with it.

2. 10.2.

   Posting Content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.

3. 10.3.

   You understand that you are personally responsible for your breach of someone else's intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.

4. 10.4.

   You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

5. 10.5.

   Please notify us of any security breach or unauthorised use of your account.

11.Restrictions on what you may Post to Our Website

We invite you to Post Content to Our Website for your Coach profile, Service and Plan listings, enquiries and other features provided by Diald. We regulate that use to protect our business and staff, other users and compliance with the law.

We do not undertake to moderate or check any item Posted.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

1. 11.1.

   be unlawful, or tend to incite another person to commit a crime;

2. 11.2.

   be obscene, offensive, threatening, violent, malicious or defamatory;

3. 11.3.

   be sexually explicit or pornographic;

4. 11.4.

   be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;

5. 11.5.

   use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement;

12.Your Posting: restricted Content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

1. 12.1.

   hyperlinks, other than those specifically authorised by us;

2. 12.2.

   keywords or words repeated, which are irrelevant to the Content Posted.

3. 12.3.

   the name, logo or trademark of any organisation other than yours.

4. 12.4.

   inaccurate, false, or misleading information;

5. 12.5.

   material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old.

13.Security of Our Website

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

1. 13.1.

   modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.

2. 13.2.

   link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

3. 13.3.

   download any part of Our Website, without our express written consent;

4. 13.4.

   collect or use any service listings, descriptions, or prices;

5. 13.5.

   collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;

6. 13.6.

   aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Services;

7. 13.7.

   share with a third party any login credentials to Our Website;

14.Copyright and other intellectual property rights

1. 14.1.

   All Content on Our Website, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of services for sale. It is all protected by international copyright laws.

2. 14.2.

   You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement or with our written consent.

3. 14.3.

   For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

15.Interruption to Our Service

1. 15.1.

   We give no warranty that Our Service will be satisfactory to you.

2. 15.2.

   We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of Our Service for repairs, maintenance or other good reasons. We may do so without telling you first.

3. 15.3.

   You acknowledge that Our Service may also be interrupted for reasons beyond our control.

4. 15.4.

   You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to Our Service.

16.Our disclaimers

1. 16.1.

   We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss whatever.

2. 16.2.

   Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.

3. 16.3.

   We are not liable in any circumstances for damages resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.

4. 16.4.

   Diald website and Diald services are provided "as is". As to Our Website and Our Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:

   1. 16.4.1

      as to fitness of Our Website and Our Service for a particular purpose;

   2. 16.4.2

      as to availability and accessibility, without interruption, or without error;

   3. 16.4.3

      any obligation, liability, or remedy in tort whether or not arising from our negligence;

5. 16.5.

   You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a Client.

17.Your indemnity to us

You agree to indemnify us against all loss and expense, including legal fees and management time related in any way to:

1. 17.1.

   a claim by any person in respect of any Coach Service;

2. 17.2.

   protecting the reputation of our business by our making a payment to a Client of yours in circumstances where you have failed to make that repayment or otherwise comply with your contract with that Client.

3. 17.3.

   any cost to us arising from a decision by us to comply as your agent, with any obligation of yours, whether or not we have your permission, arising out of any regulation or law, including:

   1. 17.3.1

      the deletion or amendment of any text or other content you have placed on Our Website;

   2. 17.3.2

      any payment we make on an ex gratia basis, arising from a contract between you and a Client;

4. 17.4.

   legal or other fees we incur in defending a claim or the imposition of a fine or penalty;

5. 17.5.

   our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.

18.Data Protection Act 2018 Compliance

1. 18.1.

   Your own personal data will be held and processed by us in the ways set out in our Privacy Policy at https://diald.coach/privacy.

2. 18.2.

   Insofar as we process personal and other data of the Clients or other person with whom you interact in the course of your business following terms apply:

   1. 18.2.1

      to satisfy your legal obligations and ours, we will agree to comply with the provisions of the Schedule.

   2. 18.2.2

      those obligations shall continue to apply after expiry or termination of this agreement for any reason.

19.Miscellaneous matters

1. 19.1.

   You undertake to provide us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

2. 19.2.

   So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

3. 19.3.

   If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

4. 19.4.

   If you are in breach of any term of this agreement, we may:

   1. 19.4.1

      terminate your account and refuse access to Our Website;

   2. 19.4.2

      remove or edit Content, or cancel any order at our discretion;

   3. 19.4.3

      issue a claim in any court.

5. 19.5.

   Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

6. 19.6.

   No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

7. 19.7.

   When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

8. 19.8.

   Any communication to be served on either of us by the other shall be delivered by hand, sent by first class post or recorded delivery, or sent by e-mail. Notices to Diald by e-mail must be sent to support@diald.coach.

1. 19.9.

   In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

2. 19.10.

   This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies may be enforced under that Act.

3. 19.11.

   We shall not be liable for any failure or delay in our performance of this agreement caused by circumstances beyond our reasonable control.

4. 19.12.

   In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

5. 19.13.

   The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and any dispute arising from it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule: Data Protection Act 2018 Compliance

1.Definitions

In this Schedule, the following words shall have the following meanings:

"data controller", "data processor", “sub-processor”, "data subjects", "personal data", "process", "processed" and "processing" shall have the meanings respectively, as defined in the Act.

In this agreement, “personal data”, is limited to data which comes into our hands in some way connected to this agreement.

2.Data Protection

1. 2.1.

   The obligations described in this Schedule are in addition to our obligations under the Data Protection Legislation.

2. 2.2.

   To enable us to provide the Services under this agreement, you authorise us to process personal data on your behalf.

3. 2.3.

   We both agree that you and your Associates are data controllers, and we are your data processor in relation to personal data.

4. 2.4.

   Details of the anticipated processing activities are set out at Appendix 1 to this Schedule.

3.How we shall process data

We shall at all times comply with the provisions and obligations imposed by the Data Protection Legislation and, in particular, shall:

1. 3.1.

   process personal data only to the extent necessary to provide the Services;

2. 3.2.

   ensure that every person processing personal data under this agreement does so strictly on a need-to-know basis, has received training on their obligations relating to handling of personal data and is bound by confidentiality obligations no less stringent than our confidentiality obligations under this agreement;

3. 3.3.

   in order to use commonly accepted international communications and money transfer protocols, it will be necessary to use sub-contractors for certain service provision. We shall not necessarily be aware of the identity of every organisation involved in the train of communications. When that happens, we accept full responsibility for our compliance with the Data Protection Legislation.

4. 3.4.

   subject to the exceptions mentioned in the last previous sub-paragraph, we will not use subcontractors for personal data processing under this agreement without your prior written consent.

5. 3.5.

   wherever possible, enter into a written contract with each such sub-processor, which includes the same obligations on the sub-processor as those imposed on us by You under this agreement.

6. 3.6.

   subject to the other provisions of this Schedule, not process personal data or permit any third party to process personal data outside of the United Kingdom unless:

   1. 3.6.1

      UK standard contractual clauses approved by the ICO are entered into between you or your relevant Associate as data exporter, and the relevant recipient of the personal data as data importer; or

   2. 3.6.2

      the recipient of the personal data has entered into a data processing agreement with you; or

   3. 3.6.3

      the recipient of the personal data has entered into binding corporate rules, which are valid in respect of the processing of personal data under this agreement and have been approved by the ICO; or

   4. 3.6.4

      the transfer is to a recipient located within a jurisdiction whose law relating to the processing of personal data has been approved by the ICO (subject to any applicable restrictions).

7. 3.7.

   have in place at all times appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the personal data, to prevent accidental, unauthorised or unlawful destruction, loss, alteration, or access to personal data, including as a minimum whatever security measures you notify and instruct us to use. Examples of such measures are:

   1. 3.7.1

      the pseudonymisation and encryption of personal data;

   2. 3.7.2

      the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and

   3. 3.7.3

      a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing;

8. 3.8.

   maintain a written record of all categories of processing activities carried out on your behalf and when you ask, copy it to you. The record shall contain:

   1. 3.8.1

      Our name and contact details and (where applicable) those of our approved sub-processors and details of their respective data protection officers;

   2. 3.8.2

      the categories of personal data, data subjects and processing activities carried out on behalf of you and your Associates;

   3. 3.8.3

      where applicable, transfers of personal data to a third country (i.e. non-EU Member State) or an international organisation, including identification of that third country and documentation evidencing implementation of suitable safeguards; and

   4. 3.8.4

      a general description of the technical and organisational security measures we have installed as referred to in Section 56 of the Act;

9. 3.9.

   when you ask, give to you or to the ICO, access to our employees, data processing facilities, procedures, and records to inspect and audit compliance with the Data Protection Legislation and the terms of this agreement. We shall (and shall ensure any sub-processor shall) give all reasonable cooperation and assistance.

10. 3.10.

    immediately tell you (and in any event within 24 hours) after becoming aware of any actual or suspected unlawful destruction, loss, alteration, disclosure of, or access to, personal data transmitted, stored or otherwise processed by you or any sub-processor under this agreement;

11. 3.11.

    provide reasonable assistance to you in:

    1. 3.11.1

       responding to data subject's requests to exercise their rights under the Act;

    2. 3.11.2

       responding to communications received from the ICO relating to the processing of personal data under this agreement, including notifying You immediately of any such communication;

    3. 3.11.3

       taking measures to address data security incidents, including, where appropriate, measures to mitigate their possible adverse effects;

    4. 3.11.4

       promptly upon your request, transfer personal data to a third party in compliance with a request from a data subject to exercise their right to data portability;

    5. 3.11.5

       make available to you on request all information necessary to demonstrate compliance with the obligations set out in this Schedule; and

    6. 3.11.6

       at your request (no more than once in every calendar year) complete and return without delay your information security and data protection questionnaires.

4.Post termination

1. 4.1.

   Upon termination of this agreement, we and any sub-processor shall:

   1. 4.1.1

      physically destroy all copies of media upon which any personal data was supplied and any further copies made by us;

   2. 4.1.2

      return all personal data stored in hard copy to you;

   3. 4.1.3

      delete all personal data stored in soft copy, by some method which prevents future re-activation of that data;

2. 4.2.

   Where we or our sub-processor is required to retain personal data in order to comply with applicable law, we will tell you and will retain such personal data only in our capacity as a data processor and shall comply with our obligations as a data processor, as far as applicable law permits.

5.Warranty and acceptance of liability

1. 5.1.

   We represent and warrant that the information provided in any response to any request by you shall be complete, true and accurate, and will not misrepresent our business or practices in respect of our ability to comply with the Data Protection Legislation and our obligations under this agreement.

2. 5.2.

   If any act or omission of ours or our sub-processors results in data transmitted or processed under this agreement being lost or degraded so as to be unusable, then we shall be liable to you for the cost of reconstituting the data and/or yours and your Associate's costs in recreating such data

Appendix 1 to Schedule

Data Processing Activities

What we or you may process in each category

1. 1.

   We shall process this basic personal data

   1. 1.1.

      Name

   2. 1.2.

      Address

   3. 1.3.

      Email address

   4. 1.4.

      Telephone number

   5. 1.5.

      Date of birth

   6. 1.6.

      Technical information relating to electronic communication, which is personal information only when associated with the name or identity of the data subject

   7. 1.7.

      Account identifiers; enquiry and communication content; Service and Plan information; order, payment and transfer records; review and complaint information; and evidence supplied in connection with refunds, disputes or compliance checks

2. 2.

   We shall process the data of these data subjects

Data of Clients, so far as their data is required in order to satisfy our obligations under this contract and comply with the Data Protection Legislation.

1. 3.

   This is why and how we shall process personal data

   1. 1.8.

      Our processing of personal data will be limited to such activity as is reasonably required to satisfy our obligations under this contract.

   2. 1.9.

      We may contact data subjects where reasonably necessary to operate the marketplace, facilitate enquiries and orders, send transactional communications, process payments, manage reviews or disputes, comply with law, or protect users and the platform.

2. 4.

   Retention period

   1. 1.10.

      We may retain personal data, along with much other data, for six years, for these reasons:

      1. 1.10.1.

         for accounting and taxation purposes;

      2. 1.10.2.

         to provide evidence if required in connection with a legal claim;

      3. 1.10.3.

         for any other reason where the law provides a six years limitation period;

   2. 1.11.

      If any event occurs which requires us lawfully to continue to retain data beyond that period, then we may do so.