ukactive ‘Fit Together’ Terms of Use for Campaign Toolkit – IN LINE WITH APPROVED FRAMEWORK FOR RE-OPENING FACILITIES FOLLOWING COVID-19.

These Terms of Use sets out the basis on which you are committing to use and display any of the Fit Together Campaign Toolkit assets at a facility and/or facilities within the fitness and leisure sector.

These Terms prevail in the event of any conflict or inconsistency with any other communications, including advertising or promotional materials. Please retain a copy for your information.

1. Definitions and Interpretation
   1.1 Unless the context otherwise requires capitalised terms shall have the meaning as set out below:

“Brand Guidelines” our brand guidelines as amended, supplemented or otherwise modified by us from time to time, are available for download within the Campaign Toolkit;

“Campaign Toolkit” the Campaign Toolkit Digital Materials, the Logo and the Designation;

 “Campaign” the “Fit Together” campaign to promote healthy living, sport and physical activity to women in England, to encourage women’s participation in sport and physical activity in England;

“Designation” the assets with your logo added on, where you have access to do so on assets within the Campaign Toolkit and as illustrated in our Brand Guidelines,

“Intellectual Property Rights” all copyright, database rights, design rights, registered designs, trademarks, service marks, trade secrets and rights in confidential information and all rights and forms of protection of a similar nature or having an equivalent effect to any of them which may subsist anywhere in the world together with all goodwill attaching or relating thereto, whether or not any of them are registered and including application for registration of any of them relating to the Campaign Toolkit (including any translations thereof);

“Logo” the “Fit Together” logo identified in our Brand Guidelines;

“Permitted Purpose” to promote and raise awareness of the Campaign by:
(i) using, exhibiting and distributing the Campaign Toolkit at your premises; and
(ii) using and exhibiting the Logo and/or the Designation on your official website and on your official social media pages,

 “we”, “us”, “our” ukactive, registered in England and Wales with company number 02589238 whose registered office is at 10 Bloomsbury Way, Holborn, London WC1A 2SL

“Website” www.ukactive.com

“you”, “your(s)” an organisation, club or other sporting body that wishes to use the Campaign Toolkit for the Permitted Purpose.

1. Licence to use the Brand Toolkit
In consideration of your acceptance to adhere to the ukactive re-opening framework for operating a fitness or leisure facility following closure as a result of Covid-19- we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use the Brand Toolkit for the Permitted Purpose in accordance with the full Terms of Use for a period commencing on the date on which you download the relevant Campaign Toolkit from the Website.

2. Use of the Campaign Toolkit
   2.1The Campaign Toolkit can be downloaded by you from the Website after accepting these Terms of Use and the Commitment Statement.
   2.2In the event that you wish to use the Assets and/or the Designation, you will do so in line with these Terms of Use and the Brand Guidelines featured within the Toolkit.
   2.3 You hereby agree that:
   (a) you shall not use the Campaign Toolkit (or any part of it) for any use, event or purpose (whether directly or indirectly) which:
   (i) violates or infringes in any way upon the rights of others, which is unlawful, offensive, obscene, defamatory, profane or otherwise objectionable which encourages conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any law or is in breach of the privacy or any other rights of a third party or of any law;
   (ii) would tend to allow them to become liable mislead the public, or be materially detrimental to or inconsistent with our good name, goodwill, reputation and image;
   (iii) would impair our rights in the Campaign Toolkit (or any part of it);
   (iv)is commercial (i.e. promoting particular products and/or services), promotional and/or falsely suggests a client (or other business) affiliation/relationship with us;
   (b) you shall not amend, adapt, use or position the Campaign Toolkit (or any part of it) so as to suggest that we, you or any of the persons appearing in the Campaign Toolkit endorse any commercial product or service or any political party or belief without our prior approval in writing;
   (c) you shall discharge your obligations in connection with the use of the Campaign Toolkit with all due skill, care and diligence and comply with any applicable laws, regulations and/or industry codes;
   (d) you shall at all times (notwithstanding the termination of this Agreement) be liable for, indemnify and hold us harmless (together with our officers, employees and agents) against all liabilities, actions, proceeds, costs, claims, damages and other expenses of any nature whatsoever incurred by, suffered by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of your obligations under these Terms of Use.3. Intellectual Property Rights
   3.1 The legal and beneficial ownership of the Campaign Toolkit and the Intellectual Property Rights belongs to ukactive.
   3.2 You agree that these Terms of Use does not give you any ownership, any claim, any right, title or interest in or to the Campaign Toolkit (or any part of it) except the rights of use as are specifically set out in these Terms of Use and you hereby acknowledge and agree that the benefit of all such use by you shall at all times ensure to us. You shall hold all goodwill accruing to the Campaign Toolkit.
   3.3 All uses of the Campaign Toolkit must be displayed by you in the manner that has been presented for download on the Website, without amendment unless enabled and specified specifically.
   3.4 All uses of the Assets and the Designation must be displayed by you in a manner approved by us in accordance with our Brand Guidelines accompanied by clear marking (relevant logos) to show that the Intellectual Property Rights are owned by ukactive and are being used by us or our affiliates with our permission.
3. Protection of the Campaign Toolkit and the Intellectual Property Rights
   4.1You shall notify us in writing of any infringements or misuses of the Campaign Toolkit (or any part of it) and/or the Intellectual Property Rights by third parties of which you become aware.
   4.2We have the sole right to determine whether any action shall be taken on account of all proceedings relating to the Campaign Toolkit (or any part of it) and/or the Intellectual Property Rights and will in our sole discretion decide what action (including litigation, arbitration or compromise) if any to take in respect of any infringement or alleged infringement of the Campaign Toolkit (or any part of it) and/or the Intellectual Property Right or any other claim or counterclaim brought or threatened in respect of the use of the Campaign Toolkit (or any part of it) and/or the Intellectual Property Right. We shall not be obliged to bring or defend any proceedings whether for infringement or otherwise in relation to the Campaign Toolkit (or any part of it) and/or the Intellectual Property Right if we in our sole discretion decide not to do so.
   4.3 In any infringement proceedings which are brought by us, we shall be entitled to claim in respect of any loss suffered or likely to be suffered by you and shall be entitled to retain any damages awarded in respect of such claim.
   4.4 For the avoidance of doubt, nothing herein comprises a licence to use any Designation in connection with or in relation to any goods or services.
4. Limitation of Liability
   5.1We do not warrant that the use of the Campaign Toolkit by you will not infringe the rights of any third party and exclude all implied warranties or representations to the fullest extent permitted by law.
   5.2Our only responsibilities with respect to the Campaign Toolkit are set out in these Terms of Use. To the fullest extent permitted by law, we exclude all liability for loss or damage arising out of or in connection with your use of the Campaign Toolkit (or any part of it) for any reason except where caused by our negligence, fraud, misrepresentation or fraudulent misrepresentation. Nothing in these Terms of Use will exclude or limit our liability for death or personal injury caused by our negligence.
   5.3 You acknowledge that we will have no liability for any indirect or consequential losses or damage you may suffer or incur (including any loss of savings you expect to make, loss of business or business opportunity, or loss of profit or revenue) arising from your use of the Campaign Toolkit.
5. General
   6.1These Terms of Use does not make either party the agent of the other nor does it create a partnership or joint venture between the parties.
   6.2 We reserve the right to amend these Terms of Use (including introducing new terms in the future and removing and/or replacing the Campaign Toolkit or any part of it) from time to time without notice to you. The amended Terms of Use will be effective from the date it is posted on the Website.Your continued use of the Campaign Toolkit (or any part of it) will constitute your acceptance of the amended Terms of Use. Therefore, please review the Website (and these Terms of Use in particular) on a regular basis.

Terms and Conditions

Terms and Conditions for Fit Together assets purchased via the shop (https://shop.ukactive.com/)

1. All orders are made to your specification and/or personalised according to your project, consequently you may not cancel the order once you have placed it and no refunds can be offered.
2. In the unlikely event that an item doesn’t meet your specification, a refund may only be given at the sole discretion of ukactive’s third party supplier. It is not possible to return products for refund other than in the event of an order being produced to the wrong order specification or not to an acceptable standard. In either of these cases we will reprint free of charge. Any errors in printing must be reported via e-mail to the following email address membership@ukactive.org.uk, please make sure to include your job ID number in the subject line. In order to qualify for a full refund, you will need to email us within 3 days of receipt of your order. We will also require you to return a sample or photographic evidence of the issue.
3. We will notify you of any refund due to you via email within a reasonable period of time and will usually process the refund due to you within 30 days of the day we confirmed to you that you were entitled to a refund. We will refund the price of a defective product in full, any applicable delivery charges and any reasonable costs you incur on returning the item to us.
4. If the packaging of your order has been damaged, please accept the material from the courier and write on the document provided that you have accepted the package subject to checking. Once you have verified damage has occurred to the material inside the package you must email membership@ukactive.org.uk so we can process and reprint your order immediately.
5. If, when delivered, the printed product cannot be used because there is no packaging or the contents are damaged, please do not accept the material and mark the refusal on the document provided by the courier. You must then email membership@ukactive.org.uk to inform us of the issue, providing photographic evidence, so we can proceed and reprint your order immediately. We cannot accept a claim for loss for items delivered via courier unless five working days or more have passed since the item was due to be delivered.