REFINE WITH ALFI APP
END USER AGREEMENT
Welcome to Refine with ALFI, the avatar-led multi-discipline mobile fitness instructor App operated by Navl Limited that helps you improve your fitness with a customisable avatar.
We hope you enjoy using our App and spreading the word to your family, friends and colleagues!
This End User Agreement (‘Agreement’) sets out the terms and conditions between us for use of the App and services and should be read in conjunction with our Medical Health & Fitness Disclaimer, Rewards Policy and Billing Policy.
This Agreement is made between:
(1). NAVL LIMITED, a company registered in England & Wales at Companies House under Company Registration Number 08913694 of registered office address 14 Collent Street, Hackney, London, E9 6SG, its agents, staff and contractors; and,
(2). YOU – any person signing up to create an account, referred to as the “End User” or ‘you’, your’, and similar, in this Agreement.
By downloading and/or using this App, you, the End User, acknowledge that you have read this Agreement, which will apply to the relationship between the Parties and that you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, you should not download or use this App.
1. Definitions and Interpretation
1.1. In this Agreement, the following words shall have the following meanings:
‘Business Day’ a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business;
‘Class Fee’ means payment for a fitness class;
‘Default’ an event, occurrence or incident in which our performance of any of our obligations under this Agreement is prevented or delayed by any act or omission by you, or there is failure by you to perform any of your relevant obligations;
‘Device’ means a mobile device with iOS or iPadOS system installed, or an android, or a similar device;
‘Effective Date’ means the date at which the End User downloads the Refine App or commences using the Refine App, whichever is the earlier;
‘End User’, ‘User’, ‘you’, ‘your’ means an individual using the Refine App, or someone authorised to act on their behalf;
‘End User Payments’ means payments received by Navl Limited from End Users;
‘Fees’ means Class Fees, Subscription Fees or any other fees and payments whatsoever to, or due to, Navl Limited;
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
‘ALFI Tokens’ means points awarded to Users for use of the App, including – among other things – completion of classes;
‘Navl Limited’, ‘we’, ‘us’, ‘our’ refers to a limited company registered in England & Wales at Companies House under Company Registration Number 08913694 of registered office address 14 Collent Street, Hackney, London, E9 6SG, its agents, staff and contractors;
‘Party’ means a party to this Agreement;
‘Pay As You Go Users’ means Users defined in clause 8.1 below;
‘Refine App’ or ‘App’ means the Refine with ALFI App that can be downloaded from the App Store of Apple (UK) or the Google Play Store or from any other platform at the discretion of Navl Limited from time-to-time;
‘Subscription Fees’ means the fees payable by the End User to Navl to subscribe to the Refine App;
‘Subscription Users’ means Users defined in clause 9.1. below; and,
‘Website’ means Navl’s website for the purpose of promoting the Refine App at http://www.refinealfi.local or any other domain under our control.
1.2. In this Agreement, the following rules of construction will apply:
1.2.1. clause and Schedule headings will not affect the interpretation of this agreement;
1.2.2. the Schedules forms part of this agreement and will have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. References to clauses and the Schedules are to the clauses and the Schedules of this agreement;
1.2.3. unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular;
1.2.4. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.5. a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.6. unless the context otherwise requires, a reference to one gender will include a reference to the other genders;
1.2.7. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.8. any obligation on a party not to do something includes an obligation not to allow that thing to be done;
1.2.9. any phrase introduced by the terms including, include, in particular or any similar expression, will be construed as illustrative and will not limit the sense of the words preceding those terms; and.
1.2.10. a reference to writing or written includes faxes but not e-mail.
The Parties have agreed to enter into this Agreement to regulate the services provided by Navl Limited to its End Users and agree as follows:
2. Commencement and Duration
2.1. The relationship between Navl Limited and End Users is governed by this Agreement, effective from the Effective Date.
2.2. We will provide the Refine App to you on the terms of this Agreement. If you do not agree with this Agreement, you should not use the Refine App.
2.4. Any illustrations, descriptive matter or advertising issued by us, and any descriptions or graphics contained in our promotional material (including, among others things, any Website), are issued or published for the sole purpose of giving an approximate idea of the products and services described in them. They will not form part of this Agreement or have any contractual force.
2.5. The terms of this Agreement apply to the exclusion of any other terms that the Parties seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Downloading and Installing the App and Building A Profile
3.1. The Refine App can be downloaded to your Device for free. Registration on the App is also free, subject to satisfactory verification of your email account. You will only be required to pay our Fees when you select a paid-for class or a subscription option.
3.2. The Effective Date for the purposes of this Agreement is the date on which when you click on the “Install” field in the relevant online app platform and, where necessary, enter your password in question.
3.3. In order to use Refine App, you must first register and open a user account on the App. We will ask you to accept this Agreement during the registration process. After you register, for security reasons we will first send you an email in which we ask you to verify the registration by clicking on the “Confirm account” field. After you have clicked on this field, you will be redirected to the App or our Website, where we will finally confirm your registration.
3.4. When you register with us and open an account on the App, we only require from you basic personal information such as (this list being non-exhaustive):
3.4.2. date of birth
3.4.3. sex; and,
3.4.3. email address.
4. Using the App
4.1. The Refine App offers End Users access to virtual fitness classes featuring an asexual stylistic avatar that is voice activated, with various motivational features, including pre-recorded voice instruction, and music.
4.2. Except in the case of clause 7 below, Users must pay for each class prior to access and use, but users then have unlimited access to that class if that class is selected as a favourite and saved as such on the User’s dashboard.
4.3. Our Fees and subscription models are as displayed in the App and on our Website and may vary from time-to-time at our discretion.
4.4. Users can also select classes as favourites, as explained in clause 10 below.
4.5. Depending on subscription level, the Refine App will provide a range of functionalities and user privileges, among which are the following:
4.5.1. you may search for and select from a range of classes, and search the App based on their preferences, including the type of classes required and other relevant details;
4.5.2. an interactive dashboard within the App will allow you to, among other things:
188.8.131.52. create and customise a user profile within the parameters we set and decide;
184.108.40.206. select payment options;
220.127.116.11. create or modify your fitness and usage preferences;
18.104.22.168 save classes as favourites;
22.214.171.124. customise the avatar and other aspects of the App;
126.96.36.199. display your ALFI Tokens;
188.8.131.52. select options for use of ALFI Tokens, pursuant to clause 5 below and our Rewards Policy;
184.108.40.206. view your activity; and,
220.127.116.11. set and change privacy and notification settings.
4.6. For all End Users, there will be access to a help and support hub within the App and e-mail support in whatever form we decide at our discretion.
5.1. Users, whether registered or not, can earn rewards. Tokens can be earned based on an ALFI Token system. The number of ALFI Tokens awarded for each activity is currently as follows:
Tokens can be earned by completing a class (5 tokens) and by sharing on social media (5 tokens)
5.2. ALFI Tokens are awarded at the absolute discretion of Navl Limited. Fremium Users and Pay As You Go Users are limited to holding up to 100 ALFI Tokens at any one time.
5.3. ALFI Tokens will:
5.3.1. be valid for a period of twelve (12) months from and including the date they are awarded, after which they are deleted; and,
5.3.2. will have a notional monetary value of £0.01;
5.3.3. not be redeemable for cash on any basis other than as set out in
clauses 5.5 and 5.6 below;
5.3.4. be redeemed at a rate to be decided by Navl Limited from time-to-time; and,
5.3.5. may be exchanged for additional features or the privileges on the App
that may be available from time-to-time.
5.4. ALFI Tokens earned are recorded in the User’s dashboard.
5.5. In the absolute discretion of Navl Limited, Users may select in their dashboards one of the following options for use of their accumulated ALFI Tokens:
5.5.1. gift up to one hundred (100) ALFI Tokens, to an unlimited number of friends or other Users of the App. The points will be sent as electronic coupons to the nominee’s e-mail account. The coupon can then be copied and entered into the “ALFI & ME” section of the app, under “Redeem Gifts”. The coupon shall be valid for one (1) week and if unused it shall be returned to the User;
5.5.2. purchase items, where available, to update ALFI;
5.5.3. purchase a Pay As You Go class for the user, if they are a Freemium user.
5.6. In the absolute discretion of Navl Limited, Subscription Users (members) may select in their dashboard one of the following options for use of their accumulated ALFI Tokens each month. ALFI Tokens may be:
5.6.1. donated to a Charity chosen by Navl Limited, up to a maximum value of one thousand two hundred (1,200) ALFI Tokens per year. 100 tokens can be used each month. Registered Users can donate their ALFI Tokens to the nominated charity up to a maximum nominal value per month that Navl Limited will specify in the Rewards Policy from time-to-time;
5.7. Users are reminded that Navl Limited reserves the right, without notice to you, to terminate and delete your account, and withdraw any ALFI tokens accumulated by you, should a period of twelve (12) months elapse during which you do not use the App. Any termination or cancellation of your account, for any reason, will also result in irrevocable loss of your right to accumulated ALFI Tokens.
6. Important: Medical, Health & Fitness Disclaimer
6.1. Classes on the Refine App are rated by physical intensity. Ratings may include Power, Standard and Chill, such other categories as we shall decide.
6.2. Navl Limited neither offers nor implies any warranty as to the suitability of the App for your medical, health and fitness needs. You acknowledge that some of the classes may be physically demanding, including even Chill classes and we remind you that every User is different, Users have varying levels of fitness and this App is not tailored to the particular needs of any specific User.
6.3. The information presented on or through the App is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Nothing on this App is intended to be considered medical or nutritional advice or intended to be a treatment, cure, or remedy for any medical problem or disease. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
6.4. Navl Limited specifically makes no representations or warranties:
6.4.1. that any particular fitness, nutrition, or health programme or exercise is
suitable for you;
· 6.4.2. regarding the adequacy or safety of the fitness, nutrition, or health
programmes and exercises for any particular user;
· 6.4.3. that using our App will meet your personal needs or goals;
· 6.4.4. regarding the results of any particular fitness, nutrition, or health
programme or exercise; or,
· 6.4.5. regarding the safety or fitness for particular use of any supplement,
nutrition product, or fitness products, such as fitness machines and equipment, heart rate monitors, or fitness trackers.
6.5. In any event, a condition for the use of the Refine App is that you must be in a good general state of health. If you have knowledge of any pre-existing medical conditions, you should seek advice from a medical doctor urgently before you use the App. This applies in particular if you have knowledge of one or more of the following medical complaints/conditions/procedures: (i) cardiovascular disease, (ii) lung or respiratory disease (including asthma), (iii), spinal and/or joint problems, (iv) neuromuscular disease, (v) surgical procedures, or, (vi) any other health issues.
6.6. The following general rules apply:
6.6.1. Listen to what your body is telling you.
6.6.2. Before using the Refine App for the first time, if you have any doubts about your health (e.g. because you are experiencing considerable pain, a general malaise, shortness of breath, nausea or dizziness) consult your doctor before starting or continuing with the App.
6.6.3. If you are pregnant or suffer from any medical or physical condition or disability, you should not make any changes to your diet, nutrition, lifestyle, activities or exercise programmes based on the fitness information on our app without first consulting your doctor or another suitably qualified healthcare professional.
6.7. Navl Limited recommends that you consult a medical doctor or other suitable healthcare professional before commencing any exercise programme or diet, whether or not involving or accompanied by this App. Any information provided by Refine App is not medical advice or a doctor’s advice. Nor is it a substitute for a medical examination or treatment by a doctor.
6.8. For the avoidance of doubt, Navl Limited is not a healthcare provider and does not hold itself out as such. Navl Limited can accept no responsibility or liability for any adverse consequences to you in using this App, including personal injury. By using this App, you acknowledge and accept this.
6.9. You should understand that participating in any exercise programme or diet can result in personal injury, and you agree to do so at your own risk. Any information, guidance, findings, views and opinions expressed in this App or our Website or any other of our promotional or information material, or in anything we link to, shall be considered as information, not advice, or (in the case of third party content) are the opinions of the author, and in either case the content is not to be relied on.
7. Fremium Users
7.1. You can try-out the Refine App for free as a Fremium User, giving you restricted access to the App and allowing you to enjoy a free class (or, if we so decide, a limited range of eligible classes).
7.2. We reserve the right to vary the privileges and restrictions applicable to Fremium Users from time-to-time, which will be notified to Users within the App itself.
8. Pay As You Go Users
8.1. You can use the Refine App on a pay-as-you-go basis, which means that you make a payment to us for each class you select, except for any classes available to Fremium users.
8.2. The Class Fee must be paid by Pay As You Go Users prior to accessing each selected class.
8.3. We reserve the right to vary the privileges and restrictions applicable to Pay As You Go Users from time-to-time, which will be notified to Users within the App itself.
9. Subscription Users
9.1. You can subscribe to the Refine App on a month-to-month, quarterly or annual basis, which means that you make a payment to us of the Subscription Fee in advance for the selected subscription period.
9.2. We reserve the right to vary the privileges and restrictions applicable to Subscription Users from time-to-time, and the subscription models available, which will be notified to Users within the App itself.
10. Favourites List
10.1. Pay As You Go Users will have the right to save up to five (5) favourite classes in their dashboard at any one time. If they choose to access this class again there will be a further payment required.
10.2. Subscription Users will have the right to save up to twenty (20) favourite classes in their dashboard at any one time, allowing them unlimited access to those classes without further payment. If a subscription lapses or is terminated or cancelled, clause 10.1 above will apply from that point and which classes shall remain in the reduced favourites list will be determined by us at our discretion.
10.2. For the abundance of clarity:
10.2.1. a class purchased by a User is not automatically added to that User’s Favourites List, the User will instead be prompted to decide whether the class should be favourited;
10.2.2. where a User has already saved up to his limit of favourite classes, adding a further class to the Favourites List automatically removes a class from that list, the order of removal being at the discretion of Navl Limited;
10.2.3. for as long as a class is on the Favourites List, the User may access that class any number of times without further payment of the relevant Class Fee, except that for Pay As You Go Users who must pay again if he wishes to access the relevant class; and,
10.2.4. where a class is removed or not added to the Favourites List, the User must pay the relevant Class Fee to access that class type again.
11.1. All Fees are paid through our third party payment provider. We are registered for value added tax (VAT) under VAT Registration Number 183870184 and Fees listed are inclusive of the VAT chargeable for the time being at the current rate from time-to-time in force.
11.2. You will pay all amounts due to Navl Limited under this Agreement in full without any deduction or withholding and you will not be entitled to assert any credit, set-off or counterclaim against Navl Limited in order to justify withholding payment of any such amount in whole or in part.
11.3. If payment in one complete sum for a certain period has been agreed, the total sum shall be due in the beginning of the period, unless agreed otherwise. For the rest, the Fees shall be due immediately, unless agreed otherwise.
11.4. Payment is permissible exclusively using the agreed payment instrument, such as direct debit. By agreeing to the direct debit procedure, the User authorises Navl Limited to collect payments owed by him/her from the indicated account of the User.
11.5. If a User does not fulfil a due payment obligation to Navl Limited, Navl Limited will have the right to block the User’s access to the App temporarily until the owed payment is received, after giving prior warning and without prejudice to further statutory and contractual rights. In that case, the term of this Agreement shall remain unaffected by the temporary block.
11.6. Late payments to Navl Limited shall attract penalty interest at the rate of eight percent (8%) above the base lending rate of Barclays Bank plc. from time-to-time in force.
11.7. In the event of late payment by the User, Navl Limited shall have the right to add to the amount owed as a money debt any losses and required expenses (e.g. cost of return debits), and reasonable professional legal fees and costs, and other reasonable recovery costs and fees, which are incurred by Navl Limited.
12. Cooling Off Period and Refund
12.1. An End User may submit a request to cancel a payment or subscription on written notice to Navl Limited, sent within fourteen (14) days of the relevant payment.
12.2. In the case of a Pay As You Go User, provided clause 12.1 above is adhered to, Navl Limited may, in its absolute discretion, agree to refund the Class Fee, save that in the case of manifest error, Navl Limited will refund the Class Fee.
12.3. In the case of a Subscription User, provided clause 12.1 above is adhered to, Navl Limited will refund the relevant Subscription Fee less a sum equal to the value of the services that we reasonably believe the Subscription User has received via the App.
12.4. In the event of cancellation under this clause 12, the User loses his right to ALFI Tokens accumulated, if any.
13. User Reviews
13.1. End Users will be asked to provide both qualitative feedback and a rating for the App and the various fitness classes.
13.2. User reviews may be published on the App, App Store and Website in anonymised or pseudonymised form, but should be completed honestly.
13.3. Navl Limited shall be under no obligation to publish any particular user review at any time or at all.
14. Your Warranties and Obligations
14.1. You warrant that:
14.1.1. you are 18 years of age or older, or (if under 18) you have the consent of your parent or guardian to use the App;
14.1.2. you are a human, and not a computer service or automated “bot”;
14.1.3. you have provided accurate and valid information requested during the registration process;
14.1.4. you will use the App only for lawful purposes; and,
14.1.5. during your use of the App you will not create, transmit, distribute, or store material that violates a trademark, copyright, trade secret, or other intellectual property rights of others; violates the privacy, publicity, or other personal rights of others; impair the privacy of communications; generate obscene, offensive, or inappropriate content; causes technical disturbances to the App, including, but not limited to, introduction of viruses, worms, or other destructive mechanisms; create or send verbal, physical, written or other abuse (including threats of abuse or retribution) to any other User or Navl Limited customer, employee, member, or officer.
14.2. You must not breach any laws in your jurisdiction, including but not limited to any copyright laws.
14.3. You are prohibited from violating, or attempting to violate, the security of the App.
14.4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the App, use of the App, or access to the App without the express written permission of Navl Limited.
14.5. You understand that Navl Limited uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and other technology required to run the App. If your bandwidth usage on the App significantly exceeds the average bandwidth usage of the App, as determined by Navl Limited, we reserve the right to limit your bandwidth to the App.
14.6. If the event of Default:
14.6.1. Navl Limited will, without limiting its other rights or remedies, have the right to:
18.104.22.168. suspend your access to the App until you remedy the Default to the satisfaction of Navl Limited; and,
22.214.171.124. to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Navl Limited’s performance of any of its obligations;
14.6.2. Navl LImited will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Navl Limited’s failure to perform, or delay in performing, any obligation; and,
14.6.3. you will reimburse Navl Limited on written demand for any costs or losses sustained or incurred by Navl Limited arising directly or indirectly from the Default.
15.1. You acknowledge and agree that:
15.1.2. use of the App requires a Device and it is your responsibility to ensure that you use or have access to a Device;
15.1.3. Navl Limited offers no warranty or assurance that your particular Device will be compatible with the App and it remains at all times your responsibility to ensure compatibility and resolve any technical issues that may arise in this regard;
15.1.4. it is your responsibility to configure your Device so that you are able to receive push notifications from us on the App, including notification of messages from us;
15.1.5. we are under no obligation to accept a request from you for access to the App or fitness classes or other features on the App, which we may accept, decline, suspend or withdraw at will, for any reason or no reason.
15.2. Navl Limited reserves the right to:
15.2.1. make any changes to the App which are necessary to comply with any applicable law or regulation, or which in their opinion do not materially affect the nature or quality of the App;
15.2.2. modify or remove parts of the App at any time; and,
15.2.3. make changes to the classes and other products and services available through the App, including the duration and content of classes, including classes saved on your Favourites List.
15.3. Navl Limited shall not be liable to you or to any third party for the adverse financial consequences of any modification, price change, suspension or discontinuance of the App.
16. Account Registration and Linking
16.1. Each registration for the App is for a single user only. Navl Limited does not permit you to share your username and password with any other person. Responsibility for the security of any passwords issued rests solely with you.
16.2. If you would like to link to the Website or App, or both, you may only do so on the basis that it links to, but does not replicate, the Website or App, as the case may be, and subject to the following conditions:
16.2.1. you do not remove, distort or otherwise alter the size or appearance of the Refine App name or logo;
16.2.2. you do not create a frame or any other browser or border environment around the Website/App;
16.2.3. you do not in any way imply that Navl Limited is endorsing any products or services other than our own;
16.2.4. you do not misrepresent your relationship with Navl Limited nor present any other false information about Navl Limited;
16.2.5. you do not otherwise use the name Navl Limited or Refine App or “Refine with ALFI” or similar, or any trademarks displayed on our Website/App, or any other services we may provide, without the express written permission from Navl Limited;
16.2.6. you do not link from a website that is not owned by you; and,
16.2.7. your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
17. Intellectual Property Rights
17.1. As between Navl Limited and the End User, all Intellectual Property Rights in or arising out of or in connection with the App will be owned by Navl Limited. Subject to clause 17.2 below, Navl Limited licenses all such rights to the End User on a non-exclusive, worldwide basis to such extent as is necessary to enable the User to make reasonable use of the App. If this Agreement is terminated, this licence will automatically terminate.
17.2. The End User acknowledges that, in respect of any third party Intellectual Property Rights, the End User’s use of any such Intellectual Property Rights is conditional on Navl Limited obtaining a written licence from the relevant licensor on such terms as will entitle Navl Limited to license such rights to the End User.
17.3. The End User hereby warrants that any data, information, images or other content which it uploads to the App will not infringe the Intellectual Property Rights of any third party or otherwise not comply with all applicable laws and regulations. The End User will indemnify Navl Limited against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Navl Limited arising out of or in connection with any breach by the End User of this clause 17.3.
18.1. Any material which the End User uploads, transmits or posts to the Refine App will be considered non-confidential and non-proprietary. Navl Limited will have no obligations with respect to such material. Navl Limited and its designees will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
18.2. The End User is prohibited from uploading, posting or transmitting to or from the App any material which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
19.1. A Party (Receiving Party) will keep in strict confidence all technical or commercial know-how, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain.
19.2. The Receiving Party will restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under this agreement, and will ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
19.3. This clause 19 will survive termination of this Agreement.
20. General Disclaimer
20.1. Navl Limited is not responsible for any incorrect or inaccurate content posted on the App. The App may be temporarily unavailable from time-to-time for maintenance or other reasons. Navl Limited assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Navl Limited is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the App, including injury or damage to users or to any other person’s computer related to or resulting from use of the App.
20.2. Navl Limited does not warrant that (i). the Refine App will meet your specific requirements, (ii). the App will be uninterrupted, timely, secure, or error-free, (iii). the results that may be obtained from the use of the service will be accurate or reliable, (iv). the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v). any errors in the App will be corrected. The App is provided “as-is” and Navl Limited disclaims all warranties, whether expressed or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Navl Limited cannot guarantee and does not promise specific results from use of the App. Except in jurisdictions where such provisions are restricted, in no event will Navl Limited or any of Navl Limited’s business associates (which for the purposes of these terms will include suppliers, advertisers, referrers, etc.) be liable to your or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising your use of the App, even if Navl Limited has been advised of the possibility of such damages.
21. Limitation of Liability
21.1. Nothing in this Agreement will limit or exclude Navl Limited’s liability for:
21.1.1. death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; or,
21.1.2. fraud or fraudulent misrepresentation.
21.2. Subject to clause 21.1 above:
21.2.1. Navl Limited will under no circumstances whatsoever be liable to the End User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, loss of use or corruption of software, data or information or any indirect or consequential loss arising under or in connection with this agreement;
21.2.2. Navl Limited will under no circumstances be liable if for any reason the App is unavailable at any time or for any period. Access to the App may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Navl Limited’s control; and,
21.2.3. Navl Limited’s total liability to the End User in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the lower of ONE HUNDRED POUNDS (£100) or the total of the Fees paid or payable by the User in regard to the matter in dispute.
21.3. Navl Limited will use reasonable endeavours to ensure that the information or materials contained on the App are accurate and complete. Navl Limited reserves the right to make such changes or updates to the material or processes on the App as it deems necessary from time to time. The App is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, Navl Limited provides the App on the basis that Navl Limited excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this legal notice, might have effect in relation to the App.
21.4. This clause 21 will survive termination of this Agreement.
You agree to indemnify and hold Navl Limited, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the App in breach of this Agreement or your breach of any law or the rights of a third party.
23. Customer Data
23.1. The Parties acknowledge that with regards to their relationship and all the data, including but not limited to customer data, Navl Limited is the Data Controller and Data Processor, such meaning been given to them under the Data Protection Act 1988.
23.2. Navl Limited agrees that:
23.2.1. Navl Limited will not use any data collected through the Refine App for any purpose other than proper functioning of the App;
23.2.2. Navl Limited, in their capacity as Data Processor, shall comply with all data protection legislation and take all appropriate technical and organisational measures to protect the personal data against any unauthorised or unlawful processing of the data; and,
23.2.3. Navl Limited will take all reasonable steps to ensure that no personal data is published, disclosed, divulged or transferred to any third party or is agents or contractors, without prior consent of Users.
23.3. Navl Limited will retain your data for as long as is necessary, and for a period of up to six (6) years following closure or termination of your account. We may:
23.3.1. share your customer data with third party service providers for the purpose of the App, including (among other things) account administration and informing you about our services in the future;
23.4. This clause 23 shall survive the termination or expiry of this Agreement.
24. Cancelling Your Account
24.1. Accounts can be cancelled in the App by an End User at any time by completing the cancellation process. This will mean:
24.1.1. your account will be deactivated and can no longer be accessed;
24.1.2. your account will no longer be charged;
24.1.3. all of your rights granted under this Agreement, including the right to accumulated ALFI Tokens, will immediately come to an end; and,
24.1.4. all of your data and content may be deleted from our systems (on request).
24.2. We provide no guarantee that your content can be recovered once your account is cancelled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation.
25.1. Subscription to the App is available on a month-to-month basis, with automatic renewal.
25.2. Either you or Navl Limited may terminate your right to use the Refine App at any time, for any reason or no reason, upon written notice to the other Party, save that you must give Navl Limited thirty (30) days’ written notice of termination.
25.3. Navl Limited also reserves the right to:
25.3.1. without notice to you, terminate and delete your account, and withdraw any ALFI Tokens accumulated by you, should a period of twelve (12) months elapse during which you do not use the App; and,
25.3.2. otherwise terminate or suspend your account on, and access to, Refine App without prior notice, but Navl Limited will confirm such termination or suspension by subsequent notice.
25.4. Without limiting its other rights or remedies, each Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
25.4.1. the other Party commits a material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within seven (7) days of that Party being notified in writing of the breach;
25.4.2. the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
25.4.3. the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
25.4.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party;
25.4.5. the other Party (being an individual) is the subject of a bankruptcy petition or order;
25.4.6. a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
25.4.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party (being a company);
25.4.8. a floating charge holder over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
25.4.9. a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
25.1.10. any event occurs or proceeding is taken with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 25.1.2 to clause 25.1.8 (inclusive);
25.1.11. the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or,
25.1.12. the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
25.2. Without limiting its other rights or remedies, Navl Limited will have the right to suspend access to the App under this Agreement or any other agreement between the Parties if the End User becomes subject to any of the events listed in clause 25.1.2 to clause 25.1.8, or Navl Limited reasonably believes that the End User is about to become subject to any of them, or if the End User fails to pay any amount due under this Agreement on the due date for payment.
26. Consequences of Termination
On termination of this Agreement for any reason:
26.1. with the exception of clause 26.3 below, the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination will not be affected, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry; and,
26.2. clauses which expressly or by implication have effect after termination will not merge and will continue in full force and effect; except that,
26.3. the User will lose his right to accumulated ALFI Tokens on termination, regardless of the reason, or lack of reason, for termination.
27. Force Majeure
27.1. For the purposes of this agreement, Force Majeure Event means an event beyond the reasonable control of Navl Limited, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Navl Limited or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Navl Limited or subcontractors.
27.2. Navl Limited will not be liable to the End User as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
27.3. If the Force Majeure Event prevents Navl Limited from providing access to the App for more than eight (8) weeks, Navl Limited will, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the End User.
28. General Provisions
28.1. Assignment and Subcontracting.
28.1.1. Navl Limited may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
28.1.2. The End User will not, without the prior written consent of Navl Limited, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
28.2.1. Navl Limited may serve notices on you by e-mail to the e-mail address you specify when registering with us. You will be deemed to have been served with a notice by e-mail thirty (30) minutes after the e-mail is sent to you provided we have not received an error message or other indication of non-transmission. Navl Limited may also serve notices on you using the methods set out in the remainder of this clause 28.2.
28.2.2. Any notice or other communication required to be given by you to us under or in connection with this Agreement will be in writing and will be delivered to us personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at the address below. We may also decide, in our discretion, to serve notice on you in the same manner.
Our address for service:
Refine with ALFI,
14 Collent Street,
28.2.3. Any notice or other communication served in accordance with sub-clause 28.2.2. above will be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed..
A waiver of any right under this Agreement is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
28.4.1. If a court or any other competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
28.4.2. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
28.5. Changes to this Agreement.
Navl Limited reserves the right to revise and amend this Agreement from time-to-
time to reflect changes in market conditions affecting our business, changes in
technology, changes in payment methods, changes in our App or other services
offered, changes in relevant laws and regulatory requirements and changes in our
system’s capabilities. Your continued use of the App will be taken as a tacit
indication of your consent to such changes, so please review our terms regularly.
28.6. No Partnership or Agency.
Nothing in this Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party will have authority to act as agent for, or to bind, the other Party in any way.
28.7. Entire Agreement.
This Agreement and Medical Health & Fitness Disclaimer, Rewards Policy and Billing Policy constitute the entire agreement between the Parties and
supersede and extinguish all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or
oral, relating to its subject matter. Each Party agrees that it will have no remedies in
respect of any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in this Agreement. Each Party agrees
that it will have no claim for innocent or negligent misrepresentation based on any
statement in this Agreement.
28.8. Third Parties.
A person who is not a party to this Agreement will not have any rights under or in connection with it.
28.9. Rights and Remedies.
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Except as set out in this Agreement, any variation, including the introduction of any additional terms and conditions to this Agreement, will only be binding when agreed in writing and signed by Navl Limited.
28.11. Electronic Signature.
This Agreement may be signed electronically by the Parties.
28.12. Governing Law and Jurisdiction.
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with English law, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.