Merchants Terms

Effective Date: January 01, 2024

These Terms and Conditions will apply to the facilitation services that Pellea will make available to you, and are in addition to the website Terms of Use that apply from time to time, to your use of the Website (as defined below).

  1. Definitions and Interpretation

1.1 In these Terms and Conditions, the following words and expressions have the following meanings:

“Customer or Client” also referred as Learner

A Customer or Client who chooses a Teacher to provide the Services to them;

“Customer or Client Contract” also referred as Learner Contract

The contract between the Merchant and the Customer or Client for the provision of the Services;

“Request”

A “Request” denotes the initial communication initiated by a Prospective Customer or Client to the Merchant, expressing the desire to acquire the Services as outlined in clause 2.4 below;

“Booking”

A “Booking” is confirmed when a Request is accepted, and Fees are remitted, as outlined in clause 2.4 below;

the “Facilitation Services”

The services provided by Pellea involve furnishing the Merchant with the contact details of a Prospective Customer, including full name, billing address, phone number, and email address, after the Prospective Customer or Client has paid Fees. This facilitates the transition of the Prospective Customer or Client into a Contact, as detailed in clause 2.4 below;

“Fees”

The compensation due from Customers or Clients for the acquisition of the Services;

“Contact”

A Prospective Customer or Client whose contact details have been supplied to a Merchant as part of the Facilitation Services;

“Prospective Customers or Clients” or also referred as Prospective Learners

Businesses and consumers who use the Website to find a Merchant who can provide the Services they require;

the “Services”

The offerings, encompassing activities like swimming lessons, training sessions, etc., provided by a Merchant to a Customer or Client;

“you / the Merchant” also referred as the Teacher”

Means the person or Merchant offering their Services to Customers or Clients;

“us” / “we” / “Pellea”

Pellea Inc. d.b.a Pellea Fitness/Fitness.pellea.com registered address 96 Gerrard Street East, Toronto, Ontario, Canada, M5B 1G7 (registered in Canada);

the “Website”

Means fitness.pellea.com

1.2. All headings are for ease of reference only and will not affect the construction or interpretation of these Terms and Conditions;

1.3. References to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

1.4. References to any legislation or legislative provision will include any subordinate legislation made under it and will be construed as references to such legislation, legislative provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

1.5. Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them and the ejusdem generis rule will not apply;

1.6. References to “in writing” or “written” include e-mail.

  1. Pellea’s contractual model & a description of the facilitation Service

2.1 Upon your agreement to these Terms and Conditions, Pellea will periodically furnish you with the contact details of potential Customers or Clients, as further detailed below.

2.2 Pellea administers the Website, designed to streamline the dissemination of Prospective Customers’ or Clients’ contact details to Merchants, enabling the provision of a diverse array of Services.

2.3. Potential Customers or Clients can utilize the Website’s search functionality to explore Merchant profiles, store information, and details about products/services. This allows them to assess whether the offerings align with their requirements. Conversely, Merchants have the capability to search the Website for information on Prospective Customers or Clients, focusing on the basic information provided in their profiles.

Upon a Prospective Customer’s or Client’s Booking with a Merchant on the Website, we will furnish the Merchant with the contact details of the respective Customer or Client. It is the Merchant’s responsibility to initiate contact with the Customer or Client for supplementary information and logistical purposes.

2.4. Upon acceptance of these Terms and Conditions, you acknowledge the necessity to register as a “Merchant” on the Website to deliver the Services. Prospective Customers or Clients will initiate requests for a Merchant, and it is at your discretion to accept or decline the request. If you choose to accept, the Prospective Customer or Client must complete the Booking by remitting the applicable Fees. Following the completion of the Booking with the Merchant on the website, you will be granted access to the relevant contact details of the Prospective Customer or Client. Pellea will provide you with the contact details furnished by Prospective Customers or Clients, henceforth referred to as Contacts, facilitating direct communication. Once you engage with the Contact for additional informational and logistical purposes, they will transition into a Customer or Client of the Merchant and may be subjected to the Merchant’s legal terms of service.

2.5 Upon the successful registration of a Merchant on the Website, Pellea will grant the Merchant access to the Merchant’s profile on the website. This profile includes a feature allowing Customers or Clients to evaluate the Merchant’s performance, and such reviews will be publicly visible on the Website for Prospective Customers or Clients. You acknowledge and agree that the opinions expressed in these reviews are solely those of the Customers or Clients, and Pellea bears no liability to you for the content of such reviews. It is your responsibility to ensure that any website linked to your profile on the Website adheres to all applicable laws, guidelines, and regulations.

Important: Pellea functions solely as a facilitator of the Contacts mentioned above, and Merchants bear the responsibility of defining the legal terms of services provided to the Customer or Client. In the event of any issues with the performance of the Services by you, the Customer or Client retains legal rights of recourse against you, the Merchant, directly.

  1. Quality of the Facilitation Services

3.1. The Facilitation Services will be provided by Pellea using reasonable care and skill. Time will not be of the essence where we have stated on the Website that any Contacts will be provided within a prescribed period of time.

3.2. In the case of Pellea’s performance of the Facilitation Services, unless expressly stated otherwise in these Terms and Conditions, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from these Terms and Conditions.

3.3 The Website and the Facilitation Services do not guarantee your success in securing a Booking from a Prospective Customer or Client for the Services. The primary role of the Website is to facilitate contact between the Merchant and the Prospective Customer or Client. You are not entitled to any Fees from us if a Booking with the Merchant by a Prospective Customer or Client does not materialize.

  1. The Merchant’s obligations

4.1. You warrant to Pellea that the Services that you provide to your Customers or Clients will be performed by you and anyone acting on your behalf with due care and diligence, with integrity and to such high standard of quality as it is reasonable for the Customer or Client to expect in all the circumstances, and shall comply at all times with all laws, guidance and regulations that apply to your provision of the Services to your Customers or Clients (including, without limitation, those relating to data privacy, consumer law, and health & safety).

4.2. You will at all times: (a) cooperate with us in all matters relating to the Facilitation Services; (b) provide, in a timely manner, such information as we may reasonably require, and ensure that it is accurate and complete in all material respects; (c) comply at all times with our Website Terms of Use; (d) comply with all policies and requirements as specified on the Website, as updated by us from time to time; (e) comply with any vetting requirements that we may impose on you from time to time; (f) ensure that you make it clear to Customers or Clients that any Services to be provided are provided to them by you and not by Pellea.

4.3. You will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption. 

  1. Intellectual Property Rights

The property and any copyright design rights or other intellectual property rights in any material, data or other information provided to you by Pellea, including all information and content on the Website, (subject to any such rights of any third party) belong (or continue to belong) to Pellea.

  1. Data Protection 

Please see our Privacy Policy and Cookie Policy for more information on how your personal information will be used.

  1. Liability

7.1. As provided for in Clause 2 above, you acknowledge that you remain contractually liable to Customers or Clients for the provision of the Services, but you acknowledge that Pellea may suffer reputational damage if you do not perform your contractual obligations under Customer or Client Contracts properly. You hereby agree to indemnify Pellea in full against all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we do or will incur or suffer, all claims or proceedings made, brought or threatened against Pellea by any person (including, without limitation Customers or Clients) and all losses, liabilities, costs (on a full indemnity basis), damages and expenses we do or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding, in each case arising out of or in connection with your breach of your obligations set out in Clause 2 above.

7.2. Subject to Clause 7.3 below, Pellea will have no liability to you for any: (a) loss of profit, loss of sales or business (in each case whether direct, indirect or consequential); (b) loss of or damage to goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential); (c) any liability you may owe to any third party, including, but not limited to, a Customer or Client (in each case whether direct, indirect or consequential); (d) loss of use or value of any data or software (in each case whether direct, indirect or consequential); (e) indirect or consequential loss.

7.3. Nothing in these Terms and Conditions will operate to exclude or restrict any liability of either you or us: (a) that cannot be excluded or restricted in these Terms and Conditions in respect of death or personal injury resulting from negligence; (b) for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or (c) for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

  1. Information & Confidentiality

8.1. Any information provided by Pellea or concerning Pellea’s affairs shall be kept confidential by you and all information provided by you which is so designated by you shall be kept confidential by Pellea; but the foregoing shall not apply to any documents or other materials, data or other information which enter the public domain (other than by breach of this Clause 8.1, or where any disclosure is required by law or regulatory authority.)

8.2. Neither party shall use the other’s name, trademarks, service marks or logos for any promotional or publicity purposes without the express written consent of the other. 

  1. Termination

9.1. Without affecting any other right or remedy available to us, Pellea may withdraw your registration as a Merchant on the Website with immediate effect by giving you written notice: (a)  if you engage in the provision of Services and accept Fees from Customers or Clients outside the Website during your Term; (b) if you fail to comply with your obligations in Clause 4 relating to your performance of the Services Contract with your Customers or Clients; (c) if you receive a disproportionate number of complaints and/or bad reviews on the Website from Customers or Clients and/or Prospective Customers or Clients regarding your Services and/or dealings with Customers or Clients more generally; (d) if, in our absolute discretion, we consider your registration as a Merchant on the Website to be detrimental or potentially detrimental to the reputation of Pellea; (e) if you are subject to an investigation by a competent regulatory authority, including without limitation, the Information Commissioner, the Competition and Markets Authority or Trading Standards.

9.2. Without affecting any other right or remedy available to either of us, either you or we may withdraw your registration as a Merchant on the Website with immediate effect by giving written notice to the other: (a) if the other party commits a material breach of any term of these Terms and Conditions; (b) if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up, having a receiver appointed to any of its assets or ceasing to carry on its business; (c) if the other party suspends, or threatens to suspend or cease or threatens to cease to carry on all or a substantial part of its business or (d) if the other party’s financial position deteriorates to such an extent that it in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Terms and Conditions has been placed in jeopardy.

9.3. In the event that you cease to provide the Services and / or you do not wish to continue to be listed on the Website, you shall notify us immediately so that we may withdraw your registration as a Merchant on the Website so that Prospective Customers or Clients are not provided with your details.

  1. General provisions

10.1. These Terms and Conditions are personal to you and you will not assign or transfer or subcontract any of your rights or obligations without our prior written consent.

10.2. Any notice required or permitted to be given by either party to the other under these Terms and Conditions are to be in writing addressed to the other party at its trading address or such other address as may at the relevant time have been notified to the other party.

10.3. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute one party the agent of the other party, or authorise a party to make or enter into any commitments for or on behalf of the other party. The parties acknowledge and agree that each of them is an independent contractor, and nothing in these Terms and Conditions shall render either party (nor any staff of a party) an employee of the other.

10.4. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the remainder of the provisions in question shall not be affected.

10.5. These Terms and Conditions will be governed by the laws of the Province of Ontario and the laws of Canada shall be subject to the exclusive jurisdiction of the Ontario and Canadian courts.

Pellea Inc. d.b.a. Pellea Fitness © 2016 – 2025

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