This Terms of Service (“Agreement”, “Terms”) is between Bridging the Gap for Health Practitioners Limited (“we”, “us”, “Company”, “System”, “Platform”, “BTG” or “Bridging the Gap”) and the person (“you”, “User” or “Customer”) using our services (“Services” or "Service").

1.Background

i. We have developed a proprietary electronic platform (the “Platform”). We offer you access to our Platform, including all information, tools and services available from the Platform, so that you may customise your own website in your own name (the “Website”) and manage and customise content on your Website. We also offer ready-made and customisable online health courses (“Course” or “Courses”) on our Platform which you may purchase as additional content for your Website.

ii. You wish to license the Platform to create your own customisable Website.

Acknowledging the receipt of adequate consideration and intending to be legally bound, the parties agree as follows:

2. Grant of License.

2.1. In General. Subject to your continued strict compliance with these Terms, we hereby grant to you a non-transferable, non–assignable, non-sublicensable and non-exclusive license of the right to use our Platform to operate a Website under your own brand (the “License”).

2.2. Branding. Your Website shall be branded under your name and shall be accessible to the public under a URL designated by you. Our name and logo(s) shall not appear on your Website unless mutually agreed by the parties.

2.3. Restrictions. You a) shall not sublicense, sell, rent, lease, reproduce, copy, transfer, or assign any part of our Platform or your Website; (b) shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any part of our Platform; (c) except as expressly stated herein, no part of the Platform may be copied, downloaded, and republished in any form or by any means; (d) shall not use, encourage, promote, facilitate or instruct other users to use our Platform or your Website for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive (including content which offends religious sensibilities); (e) agree not to use our Platform or your Website in order to: (i) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (ii) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); or (iii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack).

3. Services.

We shall provide the following services in connection with the creation and operation of your Website (the “Services”):

3.1. We provide a website building system, templates (themes), website hosting from third party companies, domain registration from third party companies and offers for sale ready-made online Courses. We do not hold any rights to images used for the creation of the templates.

3.2. Customisation. We shall provide you with the ability to customise your Website with your name, logos and branding, with the “look and feel” desired by you.

3.3. Integration with Other Services. We shall provide you with the ability to integrate the Platform with third-party services, such as payment processors.

3.4. Technical Support. We shall provide ongoing support and maintenance services to ensure that the Platform performs as intended.

3.5. Customer Support. The support to the end customers of the Platform is your responsibility. We may give the option for ongoing email support or live chat support which will be part of another agreement and subject to additional fees.

3.6. We have the right to change all or part of the services and functionalities at any given time, to remove or suspend all or part of the services and functionalities, we have the right to suspend and terminate access of your account to all or part of the services and change the eligible criteria of using the Services.

4. Customer’s Obligations.

4.1. You certify and warrant that you are at least 18 years of age. People under the age of 18 are not permitted to use our services.

4.2. To enter our Platform you need to provide a name, email, and password and to agree to these terms and conditions and to our policies, including the Privacy Policy and Website Disclaimer, which can be found on our website at https://bridging-thegap.com

4.3. You must provide us with up to date, accurate and valid personal information.

4.4. You will be required to create an account with us. It is your responsibility to keep and maintain the safety of your account and password. If the information given by you is untrue, wrongful or in violation of our terms, we can suspend or terminate your account. The email used for the registration of the account is considered as the owner of the account and has the right to request assistance from us regarding the account. You are solely responsible for the activities from your account and the maintenance and confidentiality of the credentials to access that account. You are responsible for maintaining the confidentiality of any password you may use to access your account, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your account, to any third party. You are also responsible for maintaining the confidentiality of proprietary or non-public information we may share with you, such as technical information, our pricing, our business strategy, and data about other past or current users or their customers.

4.5. You must immediately notify us if you know or have any reason to suspect that your account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorised use of your account.

4.6. You agree not to use or attempt to use our Platform or any software provided by us, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to us.

4.7. Your content must not be illegal, unlawful, harmful, threatening, abusive, harassing, tortuous, vulgar or obscene in any way, must not infringe any person's legal rights.

4.8. You may not send unsolicited messages or any unethical advertising of such sort that is considered as “spam” or harmful in any way.

4.9. You should not upload viruses, worms, Trojan horses or any other malicious code, files, or programmes that may interrupt, destroy, or limit the functions and services of Bridging the Gap.

4.10. You may not upload content that contains scam.

4.11. You may not try to hack, break or override the functions and stability of Bridging the Gap or try to exploit the System in any way.

4.12. You may not use our Platform or your Website to create any scam websites and promotions with misleading content that can harm or scam visitors.

4.13. You may not use our Platform or your Website for distributing, storing or in any way using pornographic or adult content and services.

4.14. You represent and warrant that your use of our Platform is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.

4.15. You cannot in any way try to harm the reputation of Bridging the Gap and our partners by leaving harmful comments, untrue and misleading information about the product or any sort of intentional damage to the reputation of Bridging the Gap or our partners.

4.16. You acknowledge and agree that if you are reasonably found guilty of violation of any of these rules and obligations, this may cause immediate termination of your account with no refund for the services that have already been paid for. You may also be forbidden from having an account in the Platform.

4.17. You shall (i) notify us of any defects in the Platform, (ii) give us electronic access to the Platform to troubleshoot and correct any defects, (iii) install any software updates recommended by us, and (iv) use reasonable commercial efforts to operate the Platform in accordance with all applicable laws and regulations, including but not limited to securities and consumer protection laws.

4.18. You shall be solely responsible for all the trademarks, logos, design, media, text, graphics, animations, audio components, video components, photos or any other information posted and published on the Website and for activity that occurs on the Website. You shall ensure that you display your terms and conditions and privacy policy for your customers. 

4.19. You will keep information about your customers confidential. You will not share or sell any such customer information to business owners, offer such information as a bonus, add this information to membership sites, or otherwise distribute this information without our written consent. You agree to not send SPAM (the violation of this provision may result in immediate termination of this Agreement). 

4.20. All threats and acts to harm the reputation of Bridging the Gap are considered as a violation of this Agreement and will result in immediate termination of services without refund.

5. Your Content

5.1. We do not endorse or support any content on your Website created using our Platform. We are not a publisher of, and we are not liable for, any user content on your Website which has been uploaded, posted, published or otherwise made available via our Platform by you or other users. You are responsible for taking precautions to protect yourself, and your computer or network, from user content accessed via our Platform. Any such content detected or reported to us will be removed as a violation of the allowed usage of the Platform.

5.2. You are responsible for all content that is in your Website. We are not responsible for any of your content or for any content that may be lost. It is your obligation to keep safe and back-up regularly your content. We do not monitor what content has been used in your Website. We are not to be held responsible for anyone breaking the terms and conditions, but we have the right to delete such harmful content or even terminate accounts if we do consider this has happened.

5.3. We may choose to highlight or feature your Website for marketing or promotional purposes. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version or portion of your "public-facing" Website, including without limitation, names, trademarks, service marks or logos on your Website, for the limited purpose of our marketing and promotional activities. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to your Website or names, trademarks, service marks or logos on your Website and any right of inspection or approval of any such use. You can opt out of being featured by contacting us at gabi@bridging-thegap.com. This Section does not affect any rights you may have under applicable data protection laws.

6. Ownership

6.1. We exclusively own all rights, title, and interest, including all related intellectual property rights and software and copyrights, in the Platform and content therein. As stated above, the right to use and operate the Platform is licensed to you. Indeed, this Agreement does not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or to our licensors, where applicable). No license of the right to use them is granted to you by implication, estoppel or otherwise.

6.2 You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws. You acknowledge and agree that: (1) the software is copyrighted material under English and international copyright laws that is exclusively owned by us; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without our express written permission; and (5) in the event of any permitted copying no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.

6.3. You will own only the intellectual property rights to any content which you have created yourself and display on your Website, including images, videos, audio files, design elements, logos, fonts, texts.

6.4. You will not own the intellectual property associated with any Course(s) which you purchase from us and which we transfer to your Website. The intellectual property and ownership of any Courses shall remain our property at all times.

7. Responsibility for Operation of Website.

You are solely responsible for the operation of your Website. Our role is only to provide the Platform and the Services. We do not act as a fiduciary, business or legal advisor, or co-venturer. You are solely responsible for ensuring that your Website is operated in accordance with applicable laws, for monitoring the content displayed on the Website, and for establishing the terms of its relationships with users of your Website. We are not responsible for any information or content displayed on or transmitted through your Website.

8. Third Party Services

Our Services are integrated with various third party services (“Third Party Services”) for specific purposes that you may interact with, for example, a payment processor you may use to collect payments for your subscriptions. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We do not control Third Party Services, and we are not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).

9. Term and Termination

9.1. The initial term of this Agreement shall be for one year, followed by successive renewal periods of one year each (together, the “Term”), unless sooner terminated pursuant to the provisions of this Agreement providing for termination. See 9.4.

9.2. This Agreement may be terminated at any time if either party fails to perform any of its material obligations hereunder and such failure continues for thirty days following written notice from the non-breaching party. For these purposes (i) any obligation for you to pay any amount to us shall be treated as a material obligation, and (ii) if you fail to make a required payment by the due date on more than three occasions during any period of twelve months, we may (but shall not be required to) terminate this Agreement without giving written notice of such failure or any additional failure. Without limiting the foregoing, we reserve the right to terminate our contractual relationship with you if you repeatedly infringe upon third party copyright rights. We may terminate this Agreement without notice if we believe you have violated any provision of the Agreement.

9.3. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of our Platform or their functionality at any time at our sole discretion and without notice.

9.4. You may cancel this service at any time and for any reason, however, all fees paid are non-refundable. Therefore, a cancellation will only cancel future billings.

9.5. Effect of Termination. Upon any termination of this Agreement, the License shall terminate and you shall have no further rights in or to the Platform. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued legal rights, obligations and liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after any such termination. Any termination of the Agreement may involve deletion of your content from your Website and our databases.

10. Order Placement and Acceptance

10.1. Payment must be received by us before we accept your order. We may request additional information regarding your order. We may cancel or limit an order any time after it has been placed. An electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at gabi@bridging-thegap.com if you wish to change or cancel your pending order but we cannot guarantee that we will be able to amend your order in accordance with your instructions.

10.2. All items are subject to availability. We will notify you if any item is not available and we may offer you an alternative. If you do not wish to substitute the item we will, if you request, cancel your order and fully refund your payment card for that specific order. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction.

10.3. Your purchase order of products and other services is conditioned on you re-affirming your acceptance of this Agreement.

11. Service Fees

11.1. You are responsible for paying all sums due to us in connection with your monthly subscription or full annual fee in accordance with these Terms. The first monthly fee or full annual payment is due when your user account is set up and payment is a condition of your access. If paying monthly, every calendar month, your account will be charged the subscription fee plus applicable tax for the following month’s subscription, together with any other fees for the following month’s subscription plus any accumulated charges for the past period (collectively, “Fees”). Failure to use any of the services available does not relieve you of your payment obligations under these Terms.

11.2. If you have provided us with a valid payment card or alternative payment method, each payment will be automatically processed at the time of your monthly payment date and will be billed to the payment method you provided to us at the time of your ordering.

11.3. All fees are in GBP and are exclusive of all taxes and you are responsible for payment thereof. Bridging the Gap is not liable for any taxes or fees related to commercial products.

11.4. You can upgrade or downgrade your subscription at any time. If upgrading, you will be charged the difference between the two subscription plans for the extra services. Downgrade refunds are applicable only for yearly subscriptions, up to 14 days after the subscription is made. There are no refunds for monthly downgrades. If downgrading from a yearly subscription, a calculated amount will be refunded to you according to the actual service fees of the two subscription services. Downgrading may cause a loss of information and services due to the difference between the plans.

11.5. Refunds are allowed only for yearly subscriptions and up to 14 days after the subscription is made. If such a refund is issued by the User, they will be refunded the full amount they have paid. The refund amount might be subject to transfer taxes that will be for the cost of the User and will be transferred to the card used for paying the initial subscription cost. Refunds are not applicable for “Combo Deals” or “Exclusive Deals” (Custom design and development).

11.6. At the end of a contract term, the services will be automatically renewed for the same period of time until cancelled by you. Cancellation must be made at least 14 days prior to the end of the contract period. To cancel your services or the automatic renewal please do so by going to your account dashboard.

11.7. If you purchase Bridging the Gap subscription services, you agree to us and third party services using and storing your credit/debit card information. You authorise us to charge you for any Services that you may purchase from us together with any applicable taxes connected with the payment card services. You will reimburse us for all collection costs and interest for any overdue amounts. If the payment card expires or you do not provide us with a new payment card nor cancel your subscription, you authorise us to continue billing you and you will remain responsible for any uncollected Fees.

11.8. You are responsible for the fair usage of your website and you can be charged for abnormal server or traffic usage on our unlimited subscription plans. You will be charged for the resources used by your website.

11.9. Chargebacks - If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us, we may automatically terminate your account.

11.10. We reserve the right to immediately terminate your account and/or service for any unpaid period of the subscription. Termination of service will not end your obligation to pay outstanding sums.

12. Products, Services and Prices

12.1. Products, services, and prices are generally posted on our website but are subject to change: https://www.bridging-thegap.com.

12.2. By accessing, using, subscribing or placing an order, you authorise us to charge your payment card for the products and services you have selected and you consent to any future price changes.

13. Refunds

13.1. All sales of products delivered in electronic (digital) format are final and there will be no refunds.

14. Domains

All domains should be purchased through a third party company, such as Namecheap or GoDaddy. By purchasing a domain you are agreeing with the domain register company’s terms and conditions (https://www.namecheap.com/legal/).

You are the legal and rightful owner of the registered domain, even in the event of cancellation of the Bridging the Gap Service.

15. Warranty and Disclaimer

15.1. We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Bridging the Gap or by third-party providers, or because of other causes beyond Bridging the Gap’s reasonable control but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, we do not warrant that the services will be uninterrupted or error free; nor make any warranty as to the results that may be obtained from use of the Services. Except as expressly set out in this section, the Services are provided “as is” and we disclaim all warranties, express and implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

15.2. You acknowledge that individual results to the use of our Services will vary as every business is different. We do not promise, guarantee, or warrant your success, income, or sales and based upon many market factors that we cannot control, the Services we provide may or may not be applicable to your specific business. You should not purchase our products or services if this is your expectation.

15.3. We do not offer any tax, accounting, financial, or legal advice. You should consult your own independent accountant, legal or financial advisor for this.

16. Indemnity

To the fullest extent permitted by law, you agree to indemnify and hold harmless Bridging the Gap and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your Website content, your Websites and your e-commerce; (c) any claims by, on behalf of or against your end users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your e-commerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which Bridging the Gap may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

17. Limitations of Liability

You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Bridging the Gap and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of your Account, your Websites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorised access or, unauthorised alteration of, any content, information or data, including without limitation User Content and your e-commerce data; (e) any Website content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any third party services or third party sites accessed via the Services.

You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for our services to you, and such limitations will apply even if we have been advised of the possibility of such liabilities.

18. Modifications

We may make modifications and changes on the existing Services or components and will use reasonable efforts to notify all our Customers about those changes. The changes are effective upon the date of the change. We shall not be liable for modifications and actions of any third-party services.

Modifications to the Agreement and the Fees may occur. You will be notified prior to those changes being applied to your account. If you refuse or fail to pay such fees we may cancel your subscription.

19. Severability

In the event that any provision or part of this Agreement is held to be invalid or unenforceable then that provision or part shall be severed from the remainder of this Agreement which shall remain valid and enforceable.

20. Governing Law

This Agreement will be governed and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute relating to this Agreement.

21. Binding Arbitration

If a dispute arises then we shall endeavour to resolve this through informal negotiations. If this does not resolve the dispute then it shall be finally and exclusively resolved by binding arbitration which shall take place in England and Wales only. You further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

22. Force Majeure

We will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

23. Assignment

We may assign our rights under this Agreement at any time without notice to you. Your rights arising under this Agreement cannot be assigned without our (or our assigns’) express written consent.

24. Miscellaneous

This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

CONTACT US

We welcome you to contact us if you have any questions, concerns or comments regarding the terms in this Agreement.

Bridging the gap for health practitioners Limited

179 Park Lane

Poynton

SK12 1RH

https://bridging-thegap.com/

gabi@bridging-thegap.com

07595526591

EFFECTIVE AS OF 3rd MARCH 2021