Effective Date: January 01, 2025
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).
- Definitions and Interpretation
1.1 In these Terms and Conditions, the following words and expressions have the following meanings:
“you / the Supplier” also referred to as the Managers” | This means the person or Supplier offering their Services to Merchants; |
“Supplier Contract” also referred to as Merchant Contract | The contract between the Supplier and the Merchant for the provision of the Services; |
“Request” | A “Request” denotes the initial communication initiated by a Prospective Merchant to the Supplier, 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 of Services” | The services provided by Pellea involve furnishing the Supplier with the contact details of a Prospective Merchant, including full name, billing address, phone number, and email address, after the Prospective Merchant has paid Fees. This facilitates the transition of the Prospective Merchant into a Contact, as detailed in clause 2.4 below; |
“Fees” | The compensation due from Merchant for the acquisition of the use of facilities; |
“Contact” | A Prospective Merchant whose contact details have been supplied to a Supplier as part of the Facilitation Services; |
“Prospective Merchants” or also referred to as Prospective Teachers | Businesses and consumers who use the Website to find a Supplier for the acquisitions Services as they require; |
the “Services” | The use of facilities for activities like swimming lessons, training sessions, etc., provided by a Supplier to the Merchant; |
“Merchant” also referred to as Teacher | This means the person or Merchant using Services from the Suppliers; |
“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, organization, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of the 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.
2. 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 Merchants, as further detailed below.
2.2. Pellea administers the Website, designed to streamline the dissemination of Prospective Merchants’ contact details to Suppliers, enabling the provision of a diverse array of Services.
2.3. Potential Merchants can utilize the Website’s search functionality to explore Supplier profiles, and store information, and details about products/services. This allows them to assess whether the offerings align with their requirements. Conversely, Suppliers can search the Website for information on Prospective Merchants, focusing on the basic information provided in their profiles.
Upon a Prospective Merchant’s Booking with a Supplier on the Website, we will furnish the Supplier with the contact details of the respective Merchant. It is the Supplier’s responsibility to initiate contact with the Merchant for supplementary information and logistical purposes.
2.4. Upon acceptance of these Terms and Conditions, you acknowledge the necessity to register as a “Supplier” on the Website to deliver the Services. Prospective Merchants will initiate requests for a Supplier, and it is at your discretion to accept or decline the request. If you choose to accept, the Prospective Merchant must complete the Booking by remitting the applicable Fees. Following the completion of the Booking with the Supplier on the website, you will be granted access to the relevant contact details of the Prospective Merchant. Pellea will provide you with the contact details furnished by Prospective Merchants, 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 Merchant of the Supplier and may be subjected to the Supplier’s legal terms of service.
2.5 Upon the successful registration of a Supplier on the Website, Pellea will grant the Supplier access to the Supplier’s profile on the Website. This profile includes a feature allowing Merchants to evaluate the Supplier’s performance, and such reviews will be publicly visible on the Website for Prospective Merchants. You acknowledge and agree that the opinions expressed in these reviews are solely those of the Merchants, 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 Suppliers bear the responsibility of defining the legal terms of services provided to the Merchant. In the event of any issues with the performance of the Services by you, the Merchant retains legal rights of recourse against you, the Supplier, directly.
3. 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 as we have stated on the Website that any Contacts will be provided within a prescribed period.
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 Merchant for the Services. The primary role of the Website is to facilitate contact between the Supplier and the Prospective Merchant. You are not entitled to any Fees from us if a Booking with the Supplier by a Prospective Merchant does not materialize.
4. The Supplier’s obligations
4.1. You warrant to Pellea that the Services that you provide to your Merchants 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 Merchant 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 Merchants (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, promptly, 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 Merchants 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.
5. 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.
6. Data Protection
Please see our Privacy Policy and Cookie Policy for more information on how your personal information will be used.
7. Liability
7.1. As provided for in Clause 2 above, you acknowledge that you remain contractually liable to Merchants for the provision of the Services, but you acknowledge that Pellea may suffer reputational damage if you do not perform your contractual obligations under Merchant 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 Merchants) 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 the 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 Merchant (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.
8. 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.
9. Termination
9.1. Without affecting any other right or remedy available to us, Pellea may withdraw your registration as a Supplier on the Website with immediate effect by giving you written notice: (a) if you engage in the provision of Services and accept Fees from Merchants 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 Merchants; (c) if you receive a disproportionate number of complaints and/or bad reviews on the Website from Merchants and/or Prospective Merchants regarding your Services and/or dealings with Merchants more generally; (d) if, in our absolute discretion, we consider your registration as a Supplier 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 Supplier 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 Supplier on the Website so that Prospective Customers are not provided with your details.
10. 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 authorize 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 – 2026