Effective date: 12th November 2018 (last updated 14th of June 2019)
Crew Platinum Account Terms and Conditions:
DEFINITIONS AND INTERPRETATION
- In these Terms & Conditions the following definitions apply:
"Confidential Information" means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets, information and/or documentation relating to Crew, Crew CV’s and Crew references, which is obviously confidential or has been identified as such;
"Contract" means the agreement between Yotspot and the Crew for the supply of the Services incorporating these Terms & Conditions and the Order;
"Controller" shall have the meaning given in applicable Data Protection Laws from time to time;
"Crew" means the person who purchases the Services from Yotspot;
"Crew Platinum Account" means the online membership on this Website offering access to exclusive deals, discounts and an enhanced Crew
Profile experience; "Crew Profile" means the profile created on the Website by the Crew upon registration;
"Data Protection Laws" means, as binding on either party or the Services:
(a) The GDPR; (b) The Data Protection Act 2018; (c) Any laws which implement any such laws; and (d) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; "Data Subject" shall have the meaning in applicable Data Protection Laws from time to time;
"Force Majeure" means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract;
"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;
"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
(a) Whether registered or not (b) Including any applications to protect or register such rights (c) Including all renewals and extensions of such rights or applications (d) Whether vested, contingent or future (e) To which the relevant party is or may be entitled, and (f) In whichever part of the world existing; "International Organisation" has the meaning given in the applicable Data Protection Laws from time to time;
"Order" means the Crew's order for the supply of the Services as set out on the Website;
"Personal Data" has the meaning given in the applicable Data Protection Laws from time to time;
"Personal Data Breach" has the meaning given in the applicable Data Protection Laws from time to time;
"Price" has the meaning given in clause 3.1;
"processing " has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);
"Processor" has the meaning given to it in applicable Data Protection Laws from time to time;
"Protected Data" means Personal Data received from or on behalf of the Crew in connection with the performance of Yotspot’s obligations under the Contract;
"Services" means the services set out on the Website and to be supplied by Yotspot to the Crew, including the facilitation of the Crew’s access to the Crew Platinum Account;
"Sub-Processor" means any agent, subcontractor or other third party (excluding its employees) engaged by Yotspot for carrying out any processing activities on behalf of the Crew in respect of the Protected Data;
"Subscription" means the subscription allowing the Crew to access subscription features on the Website, including access to the Crew Platinum Account;
"Subscription Period" means a period of 12 months beginning on the date on which the Subscription Price is paid by the Crew;
"Terms & Conditions" means Yotspot’s terms and conditions of sale set out in this document;
"VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services;
"Website" means the website with URL www.yotspot.com;
"Yotspot" means CB Media Group Limited, a company registered in England and Wales (Company Registration Number: 07129363) and whose registered office is situated at Ocean Village Innovation Centre, 4 Ocean Way, Southampton, Hampshire, England, SO14 3 JZ; and
"Yotspot Personnel" all employees, officers, staff, other workers, agents and consultants of Yotspot, and any of its sub-contractors who are engaged in the performance of the Services from time to time.
APPLICATION OF THESE TERMS & CONDITIONS
- These Terms & Conditions apply to and form part of the Contract between Yotspot and the Crew. They supersede any previously issued terms and conditions of purchase or supply.
- No variation of these Terms & Conditions or to the Contract shall be binding until expressly updated by Yotspot and notified to the Crew.
- By the Crew submitting the Order on the Website to Yotspot, the Crew shall be deemed to have made an offer to purchase the Services subject to these Terms & Conditions.
- Yotspot may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
- Yotspot’s written acceptance of the Order via e-mail; or
- Yotspot supplying the Services to the Crew by the Crew using the Website to create the Crew’s Profile (as the case may be).
- Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
- The Crew may access the Website in accordance with these Terms & Conditions.
- The Crew may access the Crew Platinum Account in the event that the Crew has a valid Subscription.
- The Crew agrees to keep the Crew’s login information, including the Crew’s password, in strict confidence. For the avoidance of doubt, Yotspot is not responsible for any unauthorised access to the Crew’s Profile.
- In the event that a third party obtains the Crew’s login information, the Crew must inform Yotspot immediately. For the avoidance of doubt, Yotspot reserves the right to suspend the Crew’s Profile until such time as it is confirmed that the Crew has in place adequate security measures to protect the Crew’s login information.
- The price for the Services shall be as set out below (“Price”) and are applicable for Subscriptions. For the avoidance of doubt, some Services may be supplied by Yotspot at its discretion as free of charge. The Price for a twelve (12) month Subscription Period to the Crew Platinum Account is £15.00.
- The Prices are exclusive of:
- A 2% administration charge in respect of credit/debit card payments made via the Website, and
- The Crew shall pay any applicable VAT to Yotspot on registration for a Subscription and/or upon receipt of a valid VAT invoice, and provided that the Crew is required to pay VAT in respect of the Crew’s tax obligations in the UK.
- Yotspot may increase the Prices at any time by giving the Crew not less than 20 Business Days’ notice in writing.
- Notwithstanding clause 3.4, Yotspot may increase the Prices with immediate effect by written notice to the Crew where there is an increase in the direct cost to Yotspot of supplying the relevant Services which is due to any factor beyond the control of Yotspot.
- Yotspot shall invoice the Crew for the Services at any time after performance of the Services.
- The Crew shall pay the Subscription Price during the registration process for a Subscription and:
- In full without deduction or set-off and in cleared funds; and
- To the bank account nominated by Yotspot.
- In respect of the renewal of any Subscription Period:
- Subscriptions shall automatically renew at the end of each relevant Subscription Period;
- The Crew agrees that it shall incur a charge equal to the Subscription Price and that Yotspot may use the details of the debit or credit card which was used in connection with the Subscription Price paid upon registration for the Subscription;
- In the event that the Crew’s debit or credit card details have changed (or there are insufficient funds, or payment is declined by the bank) since the payment made upon registration for the Subscription, Yotspot will not automatically renew your Subscription and the Crew acknowledges that it will be required to pay the current Subscription Price in order to obtain continued access to the Crew Platinum Account.
- Time is not of the essence in relation to the performance of the Services. Yotspot shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.
- Yotspot shall not be liable for any delay in or failure of performance caused by:
- The Crew's failure to provide Yotspot with adequate instructions for performance or otherwise relating to the Services;
- Force Majeure.
- Yotspot reserves the right to deactivate and/or suspend the Crew’s access to the Crew Platinum Account in the event that the Crew fails to pay any Subscription Price, or in the event that the Crew breaches a provision of these Terms & Conditions.
- The exclusive deals and discounts available to Crew that have a valid Subscription to the Crew Platinum Account are listed here: https://www.yotspot.com/membership-crew.html
- For the avoidance of doubt, the exclusive deals and discounts available to Crew that have a valid Subscription to the Crew Platinum Account may be removed by Yotspot at any time and without prior notice.
- Crew that have a valid Subscription to the Crew Platinum Account will receive a complimentary “Crew Privilege” card. The “Crew Privilege” card is provided by Crew Privilege, is subject to further third party terms and conditions found here: https://crewprivilege.com/legals.php?leg=4#
- For the avoidance of doubt, Yotspot will share relevant details of the Crew (name and e-mail address) with Crew Privilege in order for the Crew to receive the “Crew Privilege” card.
- Crew that have a valid Subscription to the Crew Platinum Account:
- May upload an enhanced Crew Profile to the Website, including video owned by the Crew;
- Will receive a 5% discount off the gross cost of a class listed as “book now” on the marketplace available at www.yotspot.com. For the avoidance of doubt, the 5% discount off the gross cost of a class listed as “book now” may be removed at any time and without prior notice.
- Yotspot warrants that the Services shall:
- Conform in all material respects to their description;
- Be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
- The Crew warrants that:
- Yotspot will not be deemed to employ or engage any Crew;
- It will not use this Website to disseminate offensive content. In the event that content uploaded to the Crew Profile is considered offensive, in Yotspot’s sole discretion, such content shall be removed from the this Website;
- It will use this Website only in respect of genuine content uploaded to the Crew Profile. For the avoidance of doubt, any content uploaded to the Crew Profile suspected of being fake, spam or non-genuine will be removed;
- It will only use this Website to disseminate content owned by the Crew;
- Except as set out in this clause 6:
- Yotspot gives no warranty and makes no representations in relation to the Services; and
- Shall have no liability for their failure to comply with the warranty in clause 6.1 and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
- For the avoidance of doubt, Yotspot gives no representation or warranty as to the performance, suitability, entitlement or character of any Crew, employer or provider. The Crew acknowledges and agrees that the Crew shall carry out its own investigation, due diligence, and reference checks in respect of any employer or provider in order to reach a decision as to the employer’s or provider’s suitability in offering placements or classes respectively.
- For the avoidance of doubt, Yotspot gives no representation or warranty as to the uninterrupted, continuous, secure or error-free operation of the Website or the Crew Platinum Account.
- For the avoidance of doubt, Yotspot gives no representation or warranty as to the accuracy of information uploaded by Crew, employers or providers to this Website.
INDEMNITY AND INSURANCE
- The Crew shall indemnify, and keep indemnified, Yotspot from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Yotspot as a result of or in connection with the Crew’s breach of any of the Crew’s obligations under the Contract.
- The Crew shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract and under any relevant legislation. On request, the Crew shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time as applicable.
LIMITATION OF LIABILITY
- The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
- Subject to clauses 8.5 and 8.6, Yotspot’s total liability shall not exceed the value of the Contract.
- Subject to clauses 8.5 and 8.6, Yotspot shall not be liable for consequential, indirect or special losses.
- Subject to clauses 8.5 and 8.6, Yotspot shall not be liable for any of the following (whether direct or indirect):
- Loss of profit;
- Loss or corruption of data;
- Loss of use;
- Loss of production;
- Loss of contract;
- Loss of opportunity;
- Loss of savings, discount or rebate (whether actual or anticipated);
- Harm to reputation or loss of goodwill.
- The limitations of liability set out in clauses 8.2 to 8.4 shall not apply in respect of any indemnities given by either party under the Contract.
- Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
- Death or personal injury caused by negligence;
- Fraud or fraudulent misrepresentation;
- Any other losses which cannot be excluded or limited by applicable law;
- Any losses caused by wilful misconduct.
- The Crew acknowledges and agrees that Yotspot shall not be held liable for any losses incurred by the Crew in accepting placements offered by employers or attending classes offered by providers, whether arising in connection with this Website, the Crew Platinum Account, or Crew Privilege.
- All Intellectual Property Rights arising out of or in connection with the Services are owned by Yotspot.
- All Intellectual Property Rights arising out of or in connection with the Website and the Crew Platinum Account are owned by Yotspot.
- All Intellectual Property Rights arising out of or in connection with “Crew Privilege” are owned by Crew Privilege.
CONFIDENTIALITY AND ANNOUNCEMENTS
- The Crew shall keep confidential all Confidential Information of Yotspot and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
Except that the provisions of clauses 10.1.1 to 10.1.3 shall not apply to information to which clause 10.3 relates.
- Any information which was in the public domain at the date of the Contract;
- Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
- Any information which is independently developed by the Crew without using information supplied by Yotspot; or
- Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract;
- This clause shall remain in force in perpetuity.
- To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any provisions of clause 11.
PROCESSING OF PERSONAL DATA
- The parties agree that the Crew is a Controller and that Yotspot is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Crew shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Crew shall ensure all instructions given by it to Yotspot in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
- Yotspot shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
- The Crew shall indemnify and keep indemnified Yotspot against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Crew of its obligations under this clause 11.
- Yotspot shall:
- Only process (and shall ensure Yotspot Personnel only process) the Protected Data in accordance with schedule 1 and the Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Crew of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
- If Yotspot believes that any instruction received by it from the Crew is likely to infringe the Data Protection Laws it shall promptly inform the Crew and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
- Taking into account the state of technical development and the nature of processing, Yotspot shall implement and maintain the technical and organisational measures set out in Part 2 of schedule 1 to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
- Yotspot shall:
- Not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Crew;
- Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 11 that is enforceable by Yotspot and ensure each such Sub-Processor complies with all such obligations;
- Remain fully liable to the Crew under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
- Ensure that all persons authorised by Yotspot or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
- The Crew authorises the appointment of the Sub-Processors as agreed between the parties in writing from time to time.
- Yotspot shall (at the Crew's cost):
- Assist the Crew in ensuring compliance with the Crew’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Yotspot; and
- Taking into account the nature of the processing, assist the Crew (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Crew’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
- Yotspot shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Crew.
- Yotspot shall, in accordance with Data Protection Laws, make available to the Crew such information that is in its possession or control as is necessary to demonstrate Yotspot's compliance with the obligations placed on it under this clause 11 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Crew (or another auditor mandated by the Crew) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 11.10).
- Yotspot shall notify the Crew without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
- On the end of the provision of the Services relating to the processing of Protected Data, at the Crew’s cost and the Crew’s option, Yotspot shall either return all of the Protected Data to the Crew or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Yotspot to store such Protected Data. This clause 11 shall survive termination or expiry of the Contract.
- Promptly notifies the other of the Force Majeure event and its expected duration; and
- Uses best endeavours to minimise the effects of that event.
- Is or shall be unable to perform a material obligation; or
- Is delayed in or prevented from performing its obligations for a continuous period exceeding 10 Business Days;
The other party may, within 20 Business Days, terminate the Contract on immediate notice.
- The Crew may terminate the Subscription at any time by giving written notice to Yotspot via e-mail at least 24 hours before the end of the Subscription Period. For the avoidance of doubt, in the event that the Crew does not provide such notice to Yotspot 24 hours before the end the Subscription Period, the Crew will be liable for the fee in respect of the next Subscription Period in accordance with clause 4.3.
- Yotspot may terminate the Contract or any other contract which it has with the Crew at any time by giving notice in writing to the Crew if:
- The Crew commits a material breach of the Contract and such breach is not remediable;
- The Crew commits a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach;
- The Crew has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 10 Business Days after Yotspot has given notification that the payment is overdue; or
- Any consent, licence or authorisation held by the Crew is revoked or modified such that the Crew is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
- Yotspot may terminate the Contract at any time by giving not less than 1 months’ notice in writing to the Crew for any reason.
- If the Crew becomes aware that any event has occurred, or circumstances exist, which may entitle Yotspot to terminate the Contract under this clause 13, it shall immediately notify Yotspot in writing.
- Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Yotspot at any time up to the date of termination.
- The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
- Nothing in these Terms & Conditions purports to limit or exclude any liability for fraud.
- No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Terms & Conditions and is duly signed or executed by, or on behalf of, Yotspot.
- The Crew may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Yotspot’s prior written consent.
NO PARTNERSHIP OR AGENCY
- The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
THIRD PARTY RIGHTS
- A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
- The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
- The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
Data processing details
Processing of the Protected Data by Yotspot under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Part 1 of schedule 1.
1. SUBJECT-MATTER OF PROCESSING:
Information relating to Crew for the purposes of Yotspot and the Crew carrying out the parties’ respective obligations in accordance with these Terms & Conditions.
2. DURATION OF THE PROCESSING:
The duration of the Contract.
3. NATURE AND PURPOSE OF THE PROCESSING:
The collection, recording, organisation, storage, retrieval, erasure and destruction of Protected Data for the purposes of Yotspot and the Crew carrying out the parties’ respective obligations in accordance with these Terms & Conditions.
4. TYPE OF PERSONAL DATA:
Name, address, telephone number, video owned by the Crew.
5. CATEGORIES OF DATA SUBJECTS:
6. SPECIFIC PROCESSING INSTRUCTIONS:
Technical and organisational security measures
1. Yotspot shall implement and maintain the following technical and organisational security measures to protect the Protected Data:
1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Yotspot shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.
1.2 The Crew acknowledges and agrees that Yotspot engages a third party service (Stripe, Xero, Octobat, One Plus One Accountants, Bronco, Amazon Web Services, Project productive Ltd) for the storage of Protected Data, and accordingly, the Protected Data may be stored on servers outside the United Kingdom.