Terms for Consumer users
Terms for Instructors
Terms for Business users

CONSUMER USER TERMS

These Terms of Use (“Terms of Use”) constitute a legally binding agreement between you (“you” or the “Consumer User”) and WANNA TRAIN PTE. LTD., a company incorporated in Singapore with UEN 201721895G and with its registered address at 4 Battery Road, #25-01 Bank of China Building, Singapore 049908 (the “Company”, “us”, “we” or “our”).

PLEASE READ THESE TERMS CAREFULLY.

In order to use the WT Service (each as defined below), you must agree to the Terms of Use that are set out below. By using the Application, you hereby expressly acknowledge and agree to be bound by the Terms of Use, and any future amendments and additions to these Terms of Use as published from time to time at www.wannatrain.com, or published in Application. Your continued use of the Application shall constitute your agreement to any future revisions of these Terms of Use.

By registering as a Consumer User and/or submitting information to us, you acknowledge that: (a) you have read, understand and agree to be bound by all the provisions of the Terms of Use and the Privacy Policy, as may be amended from time to time; and (b) that no promises or representations have been made to you to induce you to accept these Terms of Use.

These Terms of Use apply in addition to and do not derogate from any other terms or conditions that expressly apply to a specific product or service accessed, supplied or provided by or via the Application or through any third party.

The Application is provided for your personal and non-commercial use subject to these Terms.

If you do not agree with these Terms of Use, please stop using this Application immediately.

  1. Definitions

    1. In these Terms of Use, unless the context otherwise requires, the following words and expressions shall have the following meanings:

      “Applicable Laws” means, except as the context may otherwise require, all applicable laws (including common law), statute, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of or any determination by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended as interpreted and enforced at the time in question;

      “Application” means our software application which you may be download from platforms (such as Apple App Store and Google Play) as we may determine from time to time for use on your smartphone or other mobile devices;

      “Class” means any sports, wellness and/or fitness activities, classes, services offered by a Merchant on the Platform;

      “Consumer User” means a user of the Application, being an individual who has registered for an account through the Application;

      “Consumer User Data” means information (including personal information) relating to a Consumer User, including but not limited to order information, payment information, account information, preferences and tendencies;

      “Consumer User Request” means a request from a Consumer User on the Platform for a Class to be conducted by an instructor for the Consumer User at a location and time decided by the Consumer User, either generally to any available instructor, or to specific instructors;

      “Confidential Information” means all information in any and all mediums disclosed by one party to another party including, without limitation, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets, current, planned or proposed products, marketing and business plans, forecasts, projections and analyses, financial information, and shall include Consumer User Data;

      “Merchant” means instructors and businesses which display Merchant Offerings in the Platform and can be reserved and purchased for by a Consumer User through the Application;

      “Merchant Offering” means any sports, wellness and/or fitness activities, Classes, services offered by a Merchant on the Platform. “Merchant Offerings” has a similar meaning. For the avoidance of doubt, Classes requested by a Consumer User through a Consumer User Request are regarded under these Terms of Use as Merchant Offerings;

      “Merchant Offering Fee” means the fee payable by a Consumer User to the Company to allow the Consumer User to reserve and pay for the Merchant Offering through the Platform, subject to the relevant Merchant Terms;

      “Merchant Terms” means any terms, policies (including the Merchant’s privacy policy) or rules imposed by the relevant Merchant in relation to the Merchant Offerings offered by that Merchant, or any additional goods or service provided by the Merchant including any equipment rental fee or any facility fee;

      “Platform” means the shared platform provided by the Company to Consumer Users and Merchants through the Application;

      “Privacy Policy” means the statement that sets out the Company’s policy on collection, use and disclosure of personal data and which can be accessed at http://www.wanna-train.com/data.html;

      “WT Service” means all or any of the services provided by us to you as described in Clause 3.2.

  2. Amendments and variations

    We reserve the right to amend and/or vary the WT Services, the Application and these Terms of Use without prior notice to you. The amended Terms of Use will take effect from the time of posting on the Application. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.

  3. Scope and nature of our Services

    1. The Application offers a Platform for Consumer Users and Merchants to be connected through Consumer User-generated and Merchant-generated information relating to sports, wellness and fitness-related topics.
    2. We provide Consumer Users with the following capabilities through the Application:
      • Consumer Users may share and access general information on sports, wellness and fitness-related topics with other Consumer Users and Merchants;
      • Consumer Users may search through the listings of Merchants we have provided on the Platform, and may access general information relating to such Merchants (including contact information and information on services provided by the Merchant), as well as any specific offers published by such Merchants on the Platform;
      • Consumer Users may send a Consumer User Request for a class, either generally to any available instructor, or to specific instructors;
      • Consumer Users may reserve and gain access to various Merchant Offerings offered and operated by various Merchants;
      • Consumer Users may make payment for such Merchant Offering through the Platform; and
      • Consumer Users may rate and review the Merchants, and share their experiences with the Merchants on the Platform.
      • (the aforementioned services and the provision of the Platform being referred to as the “WT Services”)

    3. We reserve the right to change, suspend or discontinue any features, components or functions of the WT Services at any time.
    4. Although the WT Services may allow you to access the Merchant Offerings, the Merchant Offerings are not WT Services. For the avoidance of doubt, we do not operate any gymnasium, health club, facility, fitness studio or similar establishment and we do not own, operate or control any of the Merchant Offerings or the Merchants which offer Merchant Offerings through the Platform.
    5. We do not guarantee the availability of any Merchants, locations, Merchant Offerings, services, experiences, content, inventory, spots or other features, and availability of the WT Services may change over time and at any time.
  4. Merchants & Merchant Offerings

      General

    1. All Merchants are independent contractors and not our agents or employees. We do not endorse or recommend any particular Merchant or any Merchant Offering.
    2. While our Platform allows for Merchants and Merchant Offerings to be rated by Consumer Users, such ratings and any comments reflect the views of individual Consumer Users and shall not be regarded as any representations made by us in relation to the Merchants or the Merchant Offerings.
    3. You acknowledge that Merchants offering Merchant Offerings may require you to agree to Merchant Terms prior to participating in the Merchant Offerings or any other service or activity they offer and any failure to do so or comply with the Merchant Terms may result in the cancellation of your booking(s)/purchase, in your being denied participation in the Merchant Offering and/or the forfeiture of any monies paid for such booking(s). If you have questions about the Merchant Terms, please contact the relevant Merchant directly.
    4. You are solely responsible for assessing the suitability of any Merchant Offering for your needs, and all matters relating to, and for complying with all Applicable Laws.
    5. You acknowledge that we do not warrant or represent that any Merchant is in compliance with the Applicable Laws, the laws of Singapore, your country of residence or any other jurisdiction.
    6. Terms applicable to Classes

    7. Through the Platform, you may search, find out information about and reserve Classes offered by Merchants by selecting the appropriate options and paying the Merchant Offering Fee. The Merchant Offering Fee allows you to attend the Class at the specified time and location, but there may be additional fees imposed directly by the Merchant to enable you to rent items/equipment (for example spin shoes, boxing gloves, yoga mat, towels etc.), use their facilities, purchase goods or to receive services.
    8. Through the Platform, you are also able to make a Consumer Request for instructors to conduct a private Class. Please note that such Classes are offered on a one-to-one basis, and you may not share the Class with another person, unless otherwise agreed by the instructor through the Platform. In the event that you
    9. If you make a Consumer User Request, you are responsible to ensure that you and the instructor have the right to attend at and use the location you intend for the Class to be conducted, and that all necessary equipment, accessories and facilities are available for the Class to be conducted. Please note that you may need to bear the relevant fees charged by the owner of that location to enable yourself and/or the instructor to use that location and to rent any equipment or accessories necessary for the Class. Neither the Company nor the instructor shall be responsible to secure any right to use the location where you intend for the Class to be conducted or any equipment, accessories or facilities. Instructors may be able to recommend suitable locations for the Class, but even in such cases, you shall bear the responsibility to ensure that you and the instructor have the necessary rights to use the location and to procure the necessary equipment, accessories and facilities.
    10. If you are unable to attend a Class you reserved or requested through the Platform, you must cancel your reservation through the Platform at least 24 hours before the starting time of that Class in order to receive a refund of the Merchant Offering Fee. The refunded Merchant Offering Fee will be 75% of the amount paid in respect of the Merchant Offering Fee, and the remaining 25% of the Merchant Offering Fee is deducted to account for our service fees and the payment processing fees.
    11. You will not receive any refund of the Merchant Offering Fee of a Class if:
      • you cancel the Class less than 24 hours before the starting time of the Class;
      • you do not comply with these Terms of Use in relation to the Class;
      • you do not attend a Class for any reason.
  5. Payments

    1. All Merchant Offering Fees reflected on the Platform are in Singapore Dollars unless otherwise specifically stated, and include any applicable goods and service tax and the payment processing fees payable to Braintree. You acknowledge that your credit or debit card provider may charge additional fees in accordance with your arrangements with that card provider.
    2. We use Braintree, a division of PayPal, Inc. (“Braintree”) for payment processing. In order for you to use Braintree’s payment processing services, you must read and agree to the Payment Services Agreement (“PSA”) available at https://www.braintreepayments.com/sg/legal/payment-services-agreement.
    3. By accepting these Terms, you agree: (a) that you have downloaded or printed the PSA, and (b) that you have reviewed and agree to the PSA. If you have questions regarding the PSA, please contact Braintree directly.
    4. Payment of the Merchant Offering Fees for Products must be made by using your nominated debit or credit card or PayPal or Apple Pay / Android Pay (the “Payment Method”). Your Payment Method details are sent to Braintree in a secure and encrypted format and will not be viewed, collected or stored by us or any other party other than Braintree.
    5. We are not responsible for any errors made by Braintree.
    6. If there is any dispute regarding any refund which you believe you should have received, you must contact us within 7 days of your initial payment. After this deadline, we will be unable to accommodate any refunds.
    7. Any promotional code must be applied before you make payment of Merchant Offering Fees.
    8. From time to time we may issue promotional codes for your usage and each promotion will be subject to specific terms. You acknowledge that it is a serious offence to engage in fraudulent practices in relation to promotional codes including not limited to: creating fake accounts for the purpose of accumulating promotional credits, unlawful sharing of promotional codes, credit transfers to or from various accounts. We reserve the right to freeze your Consumer User Account and any available credit if we believe you have engaged in any of these practices. We have the right to charge your Payment Method any amount of money spent unlawfully by abusing our promotional codes.
    9. In case of an obvious error (including any error in electronic labelling, error in data entry, error of calculation or clerical error) resulting in the display of a price for Merchant Offering Fees which has obviously been displayed by mistake, your reservation of the relevant Merchant Offering may be cancelled. You will be informed of this as soon as possible, to allow you to make a reservation at the correct Merchant Offering Fees, if you wish to. In any case, you will not be entitled to claim compensation from us on the grounds of the cancellation or the related costs, if any, that have been incurred due to an erroneous reservation which has been cancelled.
  6. Representations and Warranties

    1. By using the WT Services, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms of Use and that you are at least eighteen (18) years old. You further represent and warrant that you have the right, authority and capacity to use the WT Services and to abide by the Terms of Use.
    2. The WT Services are not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship.
    3. You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your Consumer User account to any other person or entity.
    4. To become a Consumer User, you are required to register and set up an account and to provide information about yourself (such as identification or contact details). You warrant that all information supplied by you in using the Application are true, accurate and up to date. We reserve the right to decline a registration or application for a Consumer User account for any reason or for no reason.
    5. By using the Service and by registering for a Consumer User account, you agree that:
      • You will only use the WT Services for lawful purposes;
      • You will comply with all Applicable Laws while using the WT Services;
      • You will only use the WT Services for the purpose for which it is intended to be used;
      • You will not use the Application for sending or storing any unlawful material or for fraudulent purposes;
      • You will not trick, defraud or mislead us and other Consumer Users or the Merchants, especially in any attempt to learn sensitive account information such as passwords;
      • You will not engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
      • You will not attempt to impersonate another Consumer User or Merchant or person or use the username of another Consumer User or Merchant;
      • You will not try to harm the WT Services, the Platform or the Application in any way whatsoever;
      • You will provide the Company with any proof of identity as it may reasonably request or require;
      • You shall not impair or circumvent the proper operation of the network which the WT Services operates on;
      • You shall not harass, annoy, intimidate, threaten or behave in an inappropriate or disrespectful manner towards the Company or any of its agents or employees engaged in providing any portion of the WT Services to you;
      • You will not upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Application or WT Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Application, the Platform or the WT Services; and
      • All information that you have provided to the Company under or in connection with these Terms of Use are true, accurate, current and complete.
    6. You agree to assume full responsibility and liability for all loss or damage suffered by yourself, any third party service providers, the Company, or any third party as a result of any breach of the Terms of Use.
    7. You agree not to divulge your Consumer User account details, including your password, to anyone. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at support@Wanna-train.com.
  7. License Grant and Restrictions

    1. The Company and its licensors, where applicable, hereby grant you a revocable, non-exclusive, non-transferable, non-assignable, personal and limited license to use the Application solely for your own personal, non-commercial purposes, subject to the Terms of Use herein. All rights not expressly granted to you are reserved by the Company and its licensors.
    2. You shall not:
      • Decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application;
      • License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application in any way;
      • Modify, adapt, improve, enhance, translate or do any derivative work from the Application;
      • Create internet “links” to the Application or “frame” or “mirror” the Application on any other server or wireless or internet-based device;
      • Use the Application for the creation of a product, service or software that is directly or indirectly in competition with or in any way a substitute for the Application;
      • Copy any ideas, features, functions or graphics of the Application;
      • Launch an automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application;
      • Remove or obscure any copyright, trademark or other proprietary rights notices contained in the Application and/or Service;
      • Use the Application for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended;
      • Use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application;
      • Use the Application to submit, send or store any infringing, obscene, threatening, libellous or otherwise unlawful or tortious material, including but not limited to materials harmful to children or which violates third party privacy rights or any other third party rights;
      • Use the Application to send, post or otherwise communicate any content which is determined by the Company (in its sole discretion) as being offensive, objectionable, indecent, abusive, insulting, harassing, defamatory, libellous, deceptive, fraudulent, obscene, profane, invasive of another person’s privacy. We state for the avoidance of doubt that the Company has a zero-tolerance policy as regards any breach of this sub-clause;
      • Use the Application to send spam or otherwise duplicative or unsolicited messages;
      • Use the Application to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; and
      • Engage in any conduct that could possibly damage the Company’s reputation.
  8. Non-Solicitation

    You agree not to intentionally solicit for employment any of our employees or contractors during the term of these Terms of Use and for a period of twelve (12) months following the termination or expiration of these Terms of Use; provided that it is expressly agreed that any solicitation not directed specifically to our employees or contractors shall not be deemed to be a solicitation for purposes of this provision.

  9. Confidentiality & Data Protection

    1. You shall maintain in confidence all Confidential Information and data relating to the Company, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of the Company (whether orally or in writing and whether before, on or after the date of acceptance of these Terms of Use) or which are otherwise directly or indirectly acquired by you from the Company, or any of its affiliated companies, or created in the course of these Terms of Use. You shall further ensure that it, its officers, employees and agents only use such confidential information in order to perform the Services, and shall not without the Company’s prior written consent, disclose such information to any third-party nor use it for any other purpose.
    2. The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:
      • was at the time of receipt already in the Recipient’s possession;
      • was received from a third-party having the right to disclose it;
      • is, or becomes in the future, public knowledge through no fault or omission of the Recipient; or
      • is required to be disclosed by law.
    3. You agree that your Consumer User Data will be collected, used and disclosed in the manner set out in the Privacy Policy. Without prejudice to any specific terms in the Privacy Policy, you acknowledge and agree that your Consumer User Data will be furnished to the Merchants to enable you to benefit from the WT Services or the Merchant Offerings and for general marketing purposes.
  10. Intellectual Property Rights

    1. The Company and its licensors, where applicable, shall own all rights, titles and interests, including all related intellectual property rights, in and to the Application and by extension, the Service. This includes all interest in and to the Application, Consumer User Data, Wanna Train trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Application, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by the Company or at the Company’s direction, and any materials, software, technology or tools used or provided by the Company to conduct its business.
    2. These Terms of Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service and/or the Application, or any intellectual property rights owned by the Company and/or its licensors.
    3. You grant to the Company an irrevocable, transferable, sub-licensable, royalty-free, non-exclusive right and license to use, copy, modify, adapt, transmit, publicly display, translate, broadcast, stream, publish, reproduce and distribute world-wide all information, audiovisual content, text, logos, images, audio, photographs, graphics, artwork, movie clips and/or content which you transmit, post or submit to the Company or the Application (collectively, “Submissions”).
    4. You undertake that any Submissions transmitted, posted or submitted to the Company or the Application shall not infringe any third party rights.
    5. If you provide the Company with feedback, suggestions, reviews, modifications, data, images, text, or other information or content (including identifying potential errors and improvements) concerning the Services and/or the Application (collectively, “Feedback”), you irrevocably assign to the Company all right, title, and interest in and to such Feedback and the Company shall be entitled to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Service, the Application and to create other products and services. You further agree to provide the Company with such assistance as the Company may reasonably require to document, perfect, or maintain the Company’s rights in and to the Feedback and that the Company shall be entitled to treat any Feedback as non-confidential and non-proprietary.
    6. In the event your assignment to the Company is invalid for any reason, you hereby irrevocably grant the Company a perpetual, paid-up, royalty-free, non-exclusive, worldwide, irrevocable, freely transferable, sub-licensable right and license to use, reproduce, perform, display, and distribute the Feedback and the Submissions and to adapt, modify, re-format, and create derivative works from the Feedback and the Submissions for any purpose.
  11. Suspension and Termination

    1. You hereby agree that the Company is entitled to terminate these Terms of Use immediately in the event that you are found to be in breach of any of the terms stipulated in these Terms of Use. For the avoidance of doubt, the termination of these Terms of Use shall not require the Company to compensate, reimburse or cover any cost incurred by you in the course of you acquiring services from any third party services under these Terms of Use.
    2. Upon termination of these Terms of Use:
      • each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Confidential Information);
      • all rights granted to you hereunder will immediately cease; and
      • the Company will have the right but not the obligation to delete your account.
  12. Disclaimer of warranty

    1. You acknowledge that your use of our Application is at your sole risk and discretion. All Merchant Offerings, materials, information, products, services, software and other content contained in the Application, or obtained from a linked site is provided “as is” without warranty or conditions of any kind, whether express or implied (including but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, non-infringement, security or accuracy).
    2. You assume total risk and responsibility for your use of the Application and the Services provided herein, including the submission of any personal information (where applicable). Except as expressly stated in these Terms of Use, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
    3. We do not warrant or represent that your access to and/or use of the Application will be uninterrupted (whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance of our Application or otherwise) or error-free or that any information, data, content, software or other material accessible through the Application will be free of bugs, viruses, worms, Trojan horses or other harmful components.
    4. We specifically disclaim compatibility between the Application and any software or hardware.
  13. Exclusion and limitation of liability

    1. In no event shall we or our directors, employees or agents be liable to you or any third party for any injury, loss, claim, damage, whether based on contract, tort, strict liability or otherwise, or any actual, incidental, special, indirect, exemplary, punitive or consequential (including lost profits or other special damages) which arises out of or is in any way connected with any of the following:
      • access or use of the Application or the Services;
      • data, information, content or material contained in the Application;
      • submission of any personal information, or any unauthorised alteration or access to your personal information, your transmission or data, any breach of security into the Application through the global computer network or any transactions entered into through the Application;
      • any technical errors, unavailability of the Application to you in whole or in part or any failure or delay in any way connected with the use of the Application because of the global computer network, ancillary equipment or technology or any other circumstances.
    2. Nothing in these Terms of Use shall exclude or limit our liability for death or personal injury arising from our negligence, fraudulent misrepresentation, and misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under Applicable Law.
    3. We make arrangements with Merchants to provide you with the Merchant Offerings. Merchants may also engage the services of local operators and/or sub-contractors. We are unable to control the Merchants and do not supervise Merchants. We make no representations or warranties of any kind whatsoever (express or implied) in respect of the Merchants or the Merchant Offerings procured through the WT Services. You agree that you bear all risks arising out of your use of the WT Services and any Merchant Offering provided by any Merchant and you will have no recourse against us in respect of the same. In particular, we are not liable for acts, omissions, warranties, errors, breaches of negligence of any Merchants or for any personal injuries, death, property damage or other damage or expenses resulting from any act or omission by a Merchant or the Merchant Offerings. In particular, we accept no liability for:
      • the quality or suitability of any Merchant Offerings;
      • any failure or delay on the part of any Merchants in providing Merchant Offerings to you where your reservation/purchase has been properly processed; and
      • any acts or omissions of Merchants or other third parties in the course of delivery of any Merchant Offerings, except to the extent that responsibility for those matters may be imposed on us by laws that cannot be excluded; and
      • any delays, cancellations, overbookings, force majeure or other causes beyond our direct control.
      • the accuracy, reliability, effectiveness, or correct use of information you receive through the Application, or for any health problems or injuries that may result from activities, training programs, products, or events you learn about through the Application or related to your use of or inability to use the Application.
    4. If we are found liable for any loss or damage which arises out of or is in any way connected with any accessing or use of the Application or the Services, then our sole liability to you, whether in contract, tort or otherwise for any loss or damage of any kind shall in no event in the aggregate exceed SGD 100.
  14. Indemnity

    By agreeing to the Terms of Use, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs and/or regulatory action) arising out of or in connection with:

    • your use of the Service, and/or the Application in your dealings with third party merchants, providers, partners, advertisers and/or sponsors; or
    • your violation or breach of any of the Terms of Use or any applicable law or regulation, whether or not referenced herein; or
    • your violation of any rights of any third party arranged via the Service; or
    • your use or misuse of the Service and/or the Application;

    save to the extent arising out of the fraud, negligence or willful misconduct of the Company.

  15. Non-exclusivity

    Nothing in these Terms of Useis intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to these Terms of Use.

  16. No Third Party Rights

    Subject to the previous sentence, no provision herein is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) by any person who is not a party to these Terms.

  17. Severability

    If any provision herein is held by the Singapore courts to be illegal or unenforceable, the same shall be deemed to be deleted from these Terms of Use and shall be of no force and effect; whereas the remainder shall continue in full force and effect.

  18. No Assignment

    All the terms and provisions of these Terms of Use shall be binding upon and inure to the benefit of the parties to these Terms of Use and to their respective heirs, successors, permitted assigns and legal representatives. The Company shall be permitted to assign these Terms of Use without notice to or consent from you. You shall have no right to assign or otherwise transfer these Terms of Use, or any of its rights or obligations hereunder, to any third party without the Company’s prior written consent, to be given or withheld in the Company’s sole discretion.

  19. No waiver

    No waiver by us of any of these Terms of Use or default of yours under these Terms of Use shall operate or be construed as a waiver by us of any future defaults or provision.

  20. Entire agreement

    These Terms of Use contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

  21. Governing Law

    By downloading the Application, you agree that the laws of Singapore, without regard to principles of conflict of laws, will govern our relationship and any dispute of any sort that may arise.

  22. Dispute Resolution

    1. In the event of any dispute or difference arising out of or in connection with or in relation to these Terms of Use, including any question regarding the existence, validity, application or interpretation of these Terms of Use or any of its provisions, both parties shall endeavour to settle the dispute informally by agreement between the parties. Both parties shall always act in good faith and co-operate with each other to resolve any disputes.
    2. If the parties are unable to resolve the dispute within 60 days, the dispute shall be referred to and finally resolved by arbitration in Singapore in the English language, conducted in private in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC”) for the time being in force which rules are deemed to be incorporated by reference to this clause. The arbitration shall be conducted before 1 arbitrator. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by the President of the SIAC in accordance with the SIAC Rules. Each party shall bear its own costs in connection with the arbitration proceedings.

TERMS FOR INSTRUCTOR USERS

These Instructor Terms, together with the Specific Instructor Agreement constitute a legally binding agreement between you (“you” or the “Instructor User”) and WANNA TRAIN PTE. LTD. (the “Company”, “us”, “we” or “our”) a company incorporated in Singapore with UEN 201721895G and with its registered address at 4 Battery Road, #25-01 Bank of China Building, Singapore 049908.

By accepting these Instructor Terms, you agree to be bound by these Instructor Terms, which apply to your use of the Application, the WT Instructor Services, your use of the Platform, and all locations, classes and services you make available via the Platform. You understand and agree that the Instructor Terms may be updated or amended by the Company from time to time.

You acknowledge that Instructor Users are intended to be natural persons. If you wish to enter into terms of use with the Company in relation to the Application, and you represent an entity, please register as a Business User.

PLEASE READ THESE TERMS CAREFULLY.

The Application is provided for your use subject to these Instructor Terms. In addition to these Instructor Terms, the Specific Instructor Agreement and our Privacy Policy are incorporated herein by reference and shall govern the relationship between the Company and the Instructor User.

By registering as an Instructor User and/or submitting information to us, you acknowledge that:

  • you are the Instructor User;
  • you have read, understand and agree to be bound by all the provisions of the Instructor Terms, the Specific Instructor Agreement and the Privacy Policy, as may be amended from time to time; and
  • that no promises or representations have been made to you to induce you to accept these Instructor Terms.
  1. Definitions

    1. In these Instructor Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

      “Applicable Laws” means, except as the context may otherwise require, all applicable laws (including common law), statute, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of or any determination by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended as interpreted and enforced at the time in question;

      “Application” means our software application which you may be download from platforms (such as Apple App Store, Google Play and our SaaS platform) as we may determine from time to time for use on your smartphone or other mobile devices;

      “Class” means any sports, wellness and/or fitness activities, classes, services offered by a Merchant on the Platform. “Classes” has a similar meaning;

      “Confidential Information” means all information in any and all mediums disclosed by one party to another party including, without limitation, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets, current, planned or proposed products, marketing and business plans, forecasts, projections and analyses, financial information, and shall include Consumer User Data;

      “Consumer Feedback” means any rating, review or comments published by a Consumer User on the Platform in relation to any Merchant Offering which the Consumer User has purchased through the Application;

      “Consumer User” means a user of the Application, being an individual who has registered for an account through the Application;

      “Consumer Request” means any request for a Class made by any Consumer User on the Platform;

      “Listing” means any listing of Merchant Offering(s) offered by the Instructor User on the Platform;

      “Merchant” means businesses and Instructor Users which display Merchant Offerings on the Platform, which may be reserved by a User and paid for through the Platform;

      “Merchant Offering” means such goods and services offered by the Instructor User on the Platform as may be supported by the current version of the Platform. “Merchant Offerings” has a similar meaning. Depending on the Merchant and the functionality of the Platform, Merchant Offerings may include any goods, services or Classes. For the avoidance of doubt, any Class requested by a Consumer User through a Consumer User Request is regarded under these Terms of Use as a Merchant Offering;

      “Merchant Offering Cost Price” means the sum payable from the Company to the Instructor User in order to allow a Consumer User to reserve and purchase the Merchant Offering through the Platform;

      “Merchant Offering Fee” means the fee payable from the Consumer User to the Company in order to allow a Consumer User to reserve and purchase the Merchant Offering through the Platform;

      “party” means the Instructor User or the Company, as the case may be;

      “parties” means the Instructor User and the Company;

      “Platform” means the shared platform provided by the Company to Users and Merchants through the Application;

      “Privacy Policy” means the statement that sets out the Company’s policy on collection, use and disclosure of personal data and which can be accessed at http://www.wanna-train.com/data.html;

      “Specific Instructor Agreement” means the agreement between the Instructor User and the Company in relation to the specific details regarding the Merchant Offering offered by the Instructor User, including the type of Merchant Offerings offered, the inventory of Merchant Offerings available for reservation and sale through the Platform, the schedule relevant to service-related Merchant Offerings, the Merchant Offering Cost Price payable in respect of each type of Merchant Offering, and the draft Listing;

      “User” means any user of the Application, including Consumer Users and Merchants;

      “User Data” means information (including personal information) relating to a User, including but not limited to order information, payment information, account information, preferences and tendencies; and

      “WT Instructor Service” means all or any of the services provided by us to you as described in Clause 3.2. “WT Instructor Services” has a similar meaning.

  2. Amendments and variations

    1. The Company reserves the right to amend and/or vary the WT Instructor Services, the Application and these Instructor Terms without prior notice to you. The amended Instructor Terms will take effect from the time of posting on the Application.
    2. If you disagree with the amended Instructor Terms, you may terminate the Specific Instructor Agreement and these Instructor Terms by giving 90 days’ notice in writing. We may also impose limits on certain WT Instructor Services or restrict your access to part or all of the WT Instructor Services without notice or liability.
    3. In order to fully utilize the WT Instructor Services, the Instructor User will be required to enter into a Specific Instructor Agreement with the Company.
    4. The Company and the Instructor User shall agree on the Specific Instructor Agreement, which should include comprehensive information in relation to:
      • all types of Merchant Offerings the Instructor User intends to offer on the Platform;
      • the relevant schedule (if any) for the Merchant Offerings;
      • the Merchant Offering Cost Price payable to the Instructor User and the Merchant Offering Fee payable to the Company in respect of each type of Merchant Offering offered on the Platform;
      • the applicable currency for payments to the Instructor User; and
      • all terms, policies, rules or additional fees imposed by the Instructor User in relation to the Merchant Offerings including any additional fees payable by the Consumer User for use of any facilities or amenities or the rental of any equipment.
      • The Specific Instructor Agreement shall also contain in a schedule the agreed draft Listing which should contain all information set out in Clause 4.1 below.

    5. The Specific Instructor Agreement executed between the Company and the Instructor User shall be deemed as an integral part of these Instructor Terms for any and all purposes. In the event of any contradiction or discrepancy between the terms of these Instructor Terms and the Specific Instructor Agreement, the provisions of the Specific Instructor Agreement shall prevail.
    6. The Instructor User shall not assign or sub-contract his/her obligations under these Instructor Terms or in the Specific Instructor Agreement to any other person or entity.
  3. Scope and nature of our Services

    1. The Application offers a Platform for Users to be connected through User-generated information relating to sports, wellness and fitness-related topics. The Application enables Consumer Users to make Consumer Requests, reserve and pay for Merchant Offerings and to provide Consumer Feedback on any Merchant Offerings reserved or purchased by the Consumer User through the Platform.
    2. The Application allows Instructor Users to:
      • list and offer Merchant Offerings to Consumer Users through Listings which are displayed on the Platform;
      • share general information on sports, wellness and fitness-related topics; and/or
      • respond to any Consumer Requests and Feedback.

      (the aforementioned services and the provision of the Platform being referred to as the “WT Instructor Services”)

    3. The Instructor User is responsible for all customer service in connection with the Merchant Offerings and for supplying all relevant goods and services stated in the Instructor Listing, in accordance with the Instructor Terms and the Instructor User’s applicable terms as set out in the Instructor Listing.
  4. Listings

    1. The Listings shall contain:
      • The types of Merchant Offerings offered by the Instructor User on the Platform;
      • A description of all types of Merchant Offerings offered;
      • The duration of each type of Class offered;
      • The date and time each Class is offered;
      • The applicable Merchant Offering Fee for each Merchant Offering offered;
      • Any information which may be relevant to a Consumer User who purchases the relevant Merchant Offering;
      • All rules, terms or policies imposed by the Instructor User which may be relevant to a Consumer User who purchases any Merchant Offering, or attends any Class offered by the Instructor User including any returns policy, any additional fees like equipment fee, rental fee or facility fee;
      • The link to the Instructor User’s website (if any); and
      • The link to the Instructor User’s privacy policy or other applicable policies (if any).
      • The Company will publish the Listing on the Platform, and there will be a chat function with the Instructor Listing, enabling the Instructor User and the Consumer User to schedule any Class.

    2. The Instructor User shall provide the Merchant Offering (and any other goods and services which may be relevant to the Consumer User) in accordance with these Instructor Terms and the Listing. The Instructor User agrees that the Consumer User will not be subject to any terms additional to those set out in the Listing.
    3. Subject to Clause 4.5 below, the Instructor User shall be entitled to amend any Listing by changing:
      • The type of Merchant Offerings offered;
      • The description of any Merchant Offering;
      • The date and time a Class is offered; and
      • Any fees payable by the Consumer User in respect of equipment rental or use of facilities or amenities.
        (the aforesaid changes being “Permissible Changes to Listing”)
    4. The Instructor User shall provide prompt notice to the Company as to any Permissible Changes to Listing, and shall provide the Company a draft of the amended Listing. Clauses 4.6 – 4.8 shall apply in respect of the draft amended Listing.
    5. In the event the Instructor User wishes to amend the Listing by changing items beyond the Permissible Changes to Listing, the Instructor User shall seek the prior written consent of the Company which may be withheld at the Company’s sole discretion. If the Company is agreeable to the proposed amendments, the Instructor User shall provide the Company a draft of the amended Listing. Clauses 4.6 – 4.8 shall apply in respect of the draft amended Listing.
    6. The following terms shall apply in respect of all draft amended Listings:
      • Upon the Company’s receipt of the draft amended Listing, the Company may accept the draft amended Listing or require the draft amended Listing to be further amended.
      • If the Company accepts the draft amended Listing, the Company will publish the amended Listing within 15 days from the date it accepts the amended Listing.
      • If the Company requires the draft amended Listing to be further amended, the Company may revise the draft Listing, or provide instructions to the Instructor User on the items in the draft Listing which should be amended.
      • Upon receiving the revised draft Listing or the instructions from the Company, the Instructor User may accept the changes proposed by the Company and shall make changes to the Listing as may be necessary, or amend the revised draft Listing. The Instructor User shall send the new draft Listing to the Company for approval.
      • This Clause 4.6 shall apply in respect of any such new draft Listing.
    7. Unless otherwise agreed between the parties, the amended Listing shall be posted on the Platform within fifteen (15) days after the Instructor User and the Company accepts the amended Listing.
    8. The Instructor User shall continue to provide Merchant Offerings, and any goods and services in accordance with the existing Listing for all Merchant Offerings which are purchased before the amended Listing is posted on the Platform.
    9. The schedule to the Specific Instructor Agreement shall be deemed as amended as of the date of posting of the amended Listing.
    10. The location, the form in which the Listing is displayed and the manner of its promotion shall be determined by the Company at its sole discretion.
    11. The Company reserves the continuing right to reject, revise, or discontinue displaying any Merchant Offerings referred to in the Listing or the entire Listing, at any time in the Company’s sole discretion, and to remove all references to the Listing from the Platform/Application; and to redirect or delete any URL used in connection with the Listing at its sole discretion and with no obligation to provide any explanation. The Instructor User shall have no claims and/or demands against the Company in the event of a removal, suspension or disablement of the Listing, any part thereof or any Merchant Offerings referred to in the Listing.
  5. Merchant Offerings & Purchases

      Terms specific to Consumer Requests

    1. Through the Consumer Request function, Consumer Users may request Instructor Users to attend at a location and conduct a Class for the Consumer User. While the Consumer User must suggest a location, the Instructor User must consider if the suggested location is suitable (i.e. if the necessary equipment, accessories and facilities are present at the location). If the location is not suitable, the Instructor User must suggest alternatives which have appropriate equipment, accessories and facilities required for the specific type of Class requested by the Consumer User.
    2. If a Consumer User has made a Consumer Request, the Consumer User:
      • Is not entitled to share the Class with anybody, unless otherwise agreed with the Instructor User on the Platform;
      • Is responsible to ensure that the Consumer User and the Instructor User have the right to attend at the location for the Class; and
      • Is responsible to ensure that all necessary equipment, accessories and facilities are available for the Class to be conducted.
    3. The Instructor User is entitled to cancel a Class in the event that this Clause 5.2 is not fulfilled. In such an event, the Instructor User shall immediately send an email to support@wanna-train.com with all supporting documents and pictures proving that the Instructor User is entitled to cancel the Class.

      Terms specific to Classes

    4. The Instructor User shall not cancel a Class reservation except in the event of an emergency. The Instructor User acknowledges that Consumer Users or the Company may cancel Class reservations without any fees being payable to the Instructor User, as long as the cancellation is made at least 24 hours before the commencement time of the Class.
    5. The Company will only pay the Instructor User for Qualifying Classes, based on the applicable rate as set out in the Specific Instructor Agreement. A “Qualifying Class” means a reservation for a Class booked through the Platform unless such Class reservation was:
      • cancelled by the Consumer User or by the Company at least 24 hours in advance;
      • cancelled by the Instructor User other than in the manner set out in Clause 5.2 above; or
      • not honored by the Instructor User for any reason.
    6. For the avoidance of doubt, attendances by Consumer Users which are not reserved through the Platform are not Qualifying Classes.

    7. The Instructor User will receive payment for Qualifying Classes no case later than fifteen (15) days after the last day of the month in which the Qualifying Classes took place. Payments for Qualifying Classes shall be based on the record of Qualifying Classes set out in the Instructor User’s dashboard on the Platform and calculated against the applicable Merchant Offering Cost Price for each relevant Qualifying Class.
    8. Terms applicable to all Merchant Offerings

    9. The Instructor User accepts that the records on the dashboard will be deemed as an accurate record of the Qualifying Classes as well as all other Merchant Offerings which have been purchased through the Platform. The Instructor User therefore agrees that the records on the dashboard shall be regarded as the final determinant of its entitlement to payment.
    10. In the event there is any discrepancy between the payment the Instructor User receives and the records on the dashboard, the Instructor User shall alert the Company of the discrepancy within ten (10) days of receiving payment or the date the Instructor User was supposed to receive payment, in which event, the Company shall respond so such notice within a reasonable time.
    11. The Company may review the Merchant Offering Cost Price of each Merchant Offering from time to time to ensure that the pricing is not unreasonable and to ensure that the Merchant Offering Fee remains in line with the Instructor User’s other packages and pricing.
    12. Other than such additional fees set out in the Listing, the Instructor User shall not charge Consumer Users any fees for purchasing Merchant Offerings booked through the Platform.
    13. The Instructor User shall not charge the Consumer Users any fee which is not charged to the Instructor User’s existing and regular clients. The Company reserves the right to credit the Consumer Users for any fees improperly charged to them and to deduct such credits against payments otherwise due to the Instructor User.
    14. The Company has no responsibility for any payments that may be due to the Instructor User from Consumer Users, other than the payment of the Merchant Offering Cost Price.
  6. Relationship

    No agency, partnership, joint venture or employment is created between the Company and the Instructor User. You are independent contractors and are not our agents or employees and are not authorized to create any obligation, express or implied, on our behalf or otherwise bind us.

  7. Payments

    1. Except as set out in Clause 7.2 below, the Merchant Offering Cost Price fixed in the Specific Instructor Agreement includes all applicable taxes, bank charges, payment processing fees and foreign exchange charges.
    2. The Company may withhold from any payments to be made to the Instructor User any amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.
    3. The Company may set off from any payments to be made to the Instructor User any amounts which are owing from the Instructor User to the Company.
    4. The Company calculates amounts owing to the Instructor User in Singapore Dollars and uses Transferwise, an international money transfer system, to ensure Instructor Users receive the amounts in the applicable currency (as stated in the Specific Instructor Agreement) at a more favourable rate than a traditional bank transfer. Transferwise’s fees will be deducted from the amounts sent to the Instructor User.
    5. You agree that your payment details may be disclosed to Transferwise to enable payments to be made to you in the applicable currency.
    6. In the event there is any mistake made in the amount paid to you (including any additional amounts paid or any amounts paid in an incorrect currency), you shall inform us within ten (10) days from the date you receive payment, or the date you were supposed to receive payment.
  8. Instructor User Account

    1. The Instructor User must be at least 18 years old.
    2. To become an Instructor User, you are required to register and set up an account and to provide information about yourself (such as identification or contact details). You warrant that all information supplied by you in using the Application are true, accurate and up to date. The Company reserves the right to decline a registration or application for an Instructor User account for any reason or for no reason.
    3. You agree not to divulge your account details, including your password, to anyone. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at support@wanna-train.com.
  9. Privacy

    1. Although the Company will allow the Instructor User to insert a link to his/her privacy policy in the Instructor Listing, the Company is not obliged to:
      • Verify that the link connects to the Instructor User’s privacy policy;
      • Ensure that the Consumer User agrees to the Instructor User’s privacy policy; or
      • Ensure that the Instructor User complies with the Applicable Law.
    2. The Instructor User agrees to comply with our Privacy Policy in relation to the Consumer User’s data.
    3. In relation to Consumer User’s data, the Instructor User shall:
      • comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests from Users;
      • be authorised to use Consumer User Data in compliance with Clause 9.4 below;
      • not resell, broker or otherwise disclose any Consumer User Data to any third party, in whole or in part, for any purpose, unless required by Applicable Law; and
      • immediately notify the Company if the Instructor User becomes aware of or suspects any unauthorized access to or use of Consumer User Data and cooperate with the investigation of any such breach and the mitigation of any damages.
    4. During the term of the Specific Instructor Agreement, each Instructor User is entitled to use the Consumer User Data of such Consumer Users which have reserved or purchased any Merchant Offering with it through the Platform in the following ways:
      • The Instructor User may use the Consumer User’s email addresses to provide logistical information to him/her in respect of upcoming Class reservations made by him/her through the Platform;
      • The Instructor User may use the Consumer User’s email addresses to provide collection or delivery information in respect of any Merchant Offering which has been purchased through the Platform;
      • Unless otherwise informed by the Company, the Instructor User may not use the Consumer User’s email addresses to send marketing information about its Merchant Offerings or other goods and services. In the event that the Company expressly permits the Instructor to use the Consumer User’s email address to send such information to Consumer Users, the Instructor User shall comply with all Applicable Laws applicable to the sending of commercial email. The Instructor User will include in each such communication an “opt-out” option to permit the Consumer User to elect not to receive further marketing-related communications, and will promptly remove the email addresses and cease further marketing-related communications to those Consumer Users who opt-out; and
      • The Instructor User may use the Consumer User’s telephone numbers:
        • to provide logistical details to such members in respect of upcoming reservations made by them through the Platform; or
        • as may be necessary for emergency medical or other exigent circumstances.
    5. The Instructor User agrees that the Company and its business partners may communicate with the Instructor User with regard to products, services and promotions that may be of interest to the Instructor User. This may include email or other communications. The Instructor User also authorises the Company to exchange information about the Instructor User the Merchant Offerings to our suppliers, agents and contractor and use that information for account management and business planning.
  10. Responsibility for Merchant Offerings

    1. The Instructor User acknowledges and agrees that:
      • it has the sole responsibility for, and that the Company has no responsibility or liability of any kind for, the Merchant Offerings that it offers and for any goods or services necessary to offer those Merchant Offerings;
      • it is responsible for the performance of all of his/her obligations under these Instructor Terms and the Specific Instructor Agreement.
    2. The Company shall refer any claim from any Consumer User or third parties in connection with the relevant Merchant Offerings to the relevant the Instructor User. The Instructor User shall respond to such claims promptly.
  11. Taxes

    It is the Instructor User’s responsibility to determine what, if any, taxes apply to the payments the Instructor User makes or receives, and it is the Instructor User’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. The Instructor User shall be responsible for the payment of all taxes applicable to the conduct of the Instructor User’s business, including any and all sales, use or any other taxes related to the Merchant Offerings.

  12. Non-Solicitation

    The Instructor User shall not solicit for employment any of the Company’s employees or contractors during the term of these Instructor Terms and for a period of twelve (12) months following the termination or expiration of these Instructor Terms; provided that it is expressly agreed that any solicitation not directed specifically to our employees or contractors shall not be deemed to be a solicitation for purposes of this provision.

  13. Instructor User Warranties

    By registering for an Instructor User Account, the Instructor User represents, warrants and undertakes to the Company that:

    • it has the power and authority to enter into these Instructor Terms and to fully perform all obligations hereunder;
    • he (where an individual) is at least 18 years of age on the date of registration for an Instructor User Account;
    • all information provided to the Company under or in connection with these Instructor Terms and in the creation of an Instructor User account are true, accurate, current, and complete;
    • the inclusion and offering of the Merchant Offerings and use of the Instructor User IP and the Instructor User Marks in the Application does not and will not violate any agreements to which the Instructor User is a party or of which the Instructor User is otherwise aware;
    • the Instructor User owns and/or has all requisite rights and licenses (including third party licenses) to the Instructor User IP, the Instructor User Marks and all content in the Merchant Offerings, and has the right to grant the Company such license to use the Instructor User Marks and Instructor User IP as referred to in Clause 14.1 and Clause 14.2 respectively, and the use of the Instructor User IP, Instructor User Marks and Merchant Offerings by the Company or in the Application do not and will not cause the Company to infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity;
    • the Merchant Offerings and any advertising or promotion of the Instructor User’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any Applicable Law;
    • the Merchant Offerings and any advertising or promotion of the Instructor User’s goods and services relating thereto will not in any way violate any Applicable Law;
    • the Merchant Offerings are compliant with all Applicable Laws and are fit for the purpose for which they are intended;
    • the Instructor User has had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offerings;
    • the Instructor User is in full compliance, and will continue to be in full compliance during the term of these Instructor Terms, with our Privacy Policy, Instructor User’s privacy policy provided to Consumer Users and with all applicable data privacy, data protection and data security laws and regulations;
    • the Instructor User will operate in accordance with the highest industry standards and in compliance with the applicable laws, rules and regulations of the countries in which the Instructor User operates;
    • the Instructor User’s business information and bank account details as provided pursuant to this Specific Instructor Agreement are accurate and is the correct party / recipient of any monies sent by the Company.
  14. Intellectual Property Rights

    1. The Instructor User grants to the Company a nonexclusive, nontransferable, royalty-free right and license to use, transmit and display the Instructor User’s trademarks, service marks, domain names and logos (“Instructor User Marks”) in connection with these Instructor Terms, including use for promotional and marketing activities which may be conducted by the Company from time to time.
    2. All information, audiovisual content, text, logos, images, audio, photographs, graphics, artwork, movie clips and/or content in any Listing shall be referred to as “Instructor User IP”. The Instructor User grants to the Company an irrevocable, transferable, sub-licensable, royalty-free, non-exclusive right and license to use, copy, modify, adapt, transmit, publicly display, translate, broadcast, stream, publish, reproduce and distribute world-wide any such material in any form, in each case in connection with the promotion and/or sale of the Merchant Offerings in all media or formats now known or hereinafter developed.  
    3. The Instructor User acknowledges and agrees that the Company owns all interest in and to the Application, Consumer User Data, the Company trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Application, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by the Company or at the Company’s direction, and any materials, software, technology or tools used or provided by the Company to promote, marketing or distribute the Merchant Offerings and conduct its business (collectively, the “Company IP”).
    4. The Instructor User shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, display or modify the Company IP or any portion thereof, except that the Company grants the Instructor User a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the term of these Instructor Terms to use the Application, solely for the purposes of utilising the Services. All rights to the Company IP not expressly granted in these Instructor Terms are reserved by the Company. In particular, the Instructor User agrees not to:
      • translate, reverse engineer, decompile or disassemble or create any derivative work based on the Company IP;
      • take any action to register, challenge or object to the validity of the Company’s rights to the Company IP; or
      • use or display any the Company IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between the Instructor User or a third party and the Company.
    5. If the Instructor User provides the Company with feedback, suggestions, reviews, modifications, data, images, text, or other information or content (including identifying potential errors and improvements) concerning the Services, the Application, any the Company IP, the Instructor User Offering or otherwise in connection with these Instructor Terms (collectively, “Feedback”), the Instructor User irrevocably assigns to the Company all right, title, and interest in and to such Feedback and the Company shall be entitled to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Service, the Application and to create other products and services. The Instructor User agrees to provide the Company with such assistance as the Company may reasonably require to document, perfect, or maintain the Company’s rights in and to the Feedback. The Company shall be entitled to, and shall treat any Feedback as non-confidential and non-proprietary.
    6. In the event the Instructor User’s assignment to the Company is invalid for any reason, the Instructor User hereby irrevocably grants to the Company a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable, sub-licensable right and license to use, reproduce, perform, display, and distribute the Feedback and to adapt, modify, re-format, and create derivative works from the Feedback for any purpose.
    7. The Instructor User warrants that:
      • it shall not submit or provide any Feedback which it considers confidential or proprietary;
      • all Feedback submitted to the Company are the Instructor User’s original work or ideas, or otherwise obtained by the Instructor User in a lawful manner; and
      • the Company’s exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights.
  15. Suspension and Termination

    1. These Instructor Terms shall terminate as between the parties upon the termination of the Specific Instructor Agreement.
    2. Without prejudice to Clause 15.1 above, if the Instructor User is in breach of these Instructor Terms, and fail to remedy such breach within 7 days of the Company’s notice to the Instructor User, then the Company shall have the right (without any further notice to the Instructor User) to suspend or terminate the Instructor User’s account, remove the Listing fully or partially and/or remove any reference to the Instructor User’s Merchant Offerings on the Platform.
    3. In the event that no Specific Instructor Agreement has been finalised between the parties, the Company may terminate the Instructor Terms with the Instructor User at any time and without notice.
    4. Upon termination of these Instructor Terms:
      • each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information);
      • all rights granted to the Instructor User hereunder will immediately cease; or
      • the Instructor User shall not in any way indicate, suggest or publicise any continuing connection between the Instructor User and the Company which is in any way incorrect or misleading.
    5. Termination of these Instructor Terms will not in any way affect the Instructor User’s obligation in respect of any Merchant Offerings purchased by Consumer Users prior to such termination in according with these Instructor Terms and the Specific Instructor Agreement. Provisions in these Instructor Terms that are intended to survive termination will continue in full force and effect after the termination of these Instructor Terms.
  16. Disclaimer of warranty

    1. You acknowledge that your use of our Application is at your sole risk and discretion. All materials, information, products, services, software and other content contained in this Application, or obtained from a linked site is provided “as is” without warranty or conditions of any kind, whether express or implied (including but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, non-infringement, security or accuracy).
    2. You assume total risk and responsibility for your use of the Application and the Services provided herein, including the submission of any personal information (where applicable). Except as expressly stated in these Instructor Terms, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law. 
    3. We do not warrant or represent that your access to and/or use of the Application will be uninterrupted (whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance of our Application or otherwise) or error-free or that any information, data, content, software or other material accessible through the Application will be free of bugs, viruses, worms, Trojan horses or other harmful components.
    4. We specifically disclaim compatibility between the Application and any software or hardware.
  17. Exclusion and limitation of liability

    1. In no event shall we be liable for any injury, loss, claim, damage, whether based on contract, tort, strict liability or otherwise, or any actual, incidental, special, indirect, exemplary, punitive or consequential (including lost profits or other special damages) which arises out of or is in any way connected with any of the following:
      • access or use of the Application or the Services;
      • data, information, content or material contained in the Application;
      • submission of any personal information, or any unauthorised alteration or access to your personal information, your transmission or data, any breach of security into the Application through the global computer network or any transactions entered into through the Application;
      • any technical errors, unavailability of the Application to you in whole or in part or any failure or delay in any way connected with the use of the Application because of the global computer network, ancillary equipment or technology or any other circumstances.
    2. Nothing in these Instructor Terms shall exclude or limit our liability for death or personal injury arising from our negligence, fraudulent misrepresentation, and misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
    3. If we are found liable for any loss or damage which arises out of or is in any way connected with any accessing or use of the Application or the Services, then our sole liability to you, whether in contract, tort or otherwise for any loss or damage of any kind shall in no event in the aggregate exceed SGD 100.
  18. Confidentiality

    The Instructor User shall at all times, both during and after the term of these Instructor Terms, keep and hold the Company’s Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of his/her obligations pursuant to these Instructor Terms or the Specific Instructor Agreement.

  19. Indemnity

    The Instructor User agrees to indemnify, defend and hold the Company its affiliated and related entities, and any of its respective officers, directors, agents and employees harmless from any and all liability, damages and/or costs (including but not limited to, legal fees) arising from:

    • the Instructor User’s breach of these Instructor Terms or the Specific Instructor Agreement or any breach of the representations and warranties hereunder;
    • any claims relating to any Merchant Offerings or any goods or services provided or intended to be provided by the Instructor User;
    • the Instructor User’s use of the Application, the Services; or
    • the Instructor User’s tax obligations; and
    • the use by the Company of the Instructor User Marks and Instructor User IP; save to the extent arising out of the fraud, negligence or willful misconduct of the Company.
  20. Non-exclusivity

    Nothing in these Instructor Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties. These Instructor Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under these Instructor Terms by doing so, including without limitation, any confidentiality obligations. In particular, the Company shall be entitled to develop, acquire, license and to market and distribute materials, products or services which are competitive with the Instructor User’s products or services. (including the Merchant Offerings).

  21. No Third Party Rights

    Subject to the previous sentence, no provision herein is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) by any person who is not a party to these Terms. 

  22. Severability

    If any provision herein is held by the Singapore courts to be illegal or unenforceable, the same shall be deemed to be deleted from these Instructor Terms and shall be of no force and effect; whereas the remainder shall continue in full force and effect. 

  23. No Assignment

    1. All the terms and provisions of this Instructor Terms shall be binding upon and inure to the benefit of the parties and to their respective heirs, successors, permitted assigns and legal representatives.
    2. The Company shall be permitted to assign these Instructor Terms and the Specific Instructor Agreement without notice to or consent from the Instructor User.
  24. No waiver

    No waiver by the Company of any of these Instructor Terms of any default of the Instructor User under these Instructor Terms shall operate or be construed as a waiver by the Company of any future defaults or provision.

  25. Entire agreement

    These Instructor Terms contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

  26. Governing Law

    By downloading the Application, you agree that the laws of Singapore, without regard to principles of conflict of laws, will govern our relationship and any dispute of any sort that may arise.

  27. Dispute Resolution

    In the event of a dispute arises out of or in connection with these Instructor Terms or the Specific Instructor Agreement, including any question regarding its existence, validity or termination or any document or transaction in connection with these Instructor Terms or the Specific Instructor Agreement, the Parties shall attempt to amicably settle such dispute through mutual consultation. Any dispute that is not resolved within thirty (30) days of the commencement of the consultation shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a single arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The place of arbitration shall be Singapore and the language of the arbitration shall be English. The law governing the agreement to arbitrate shall be Singapore law. The award of the arbitrator shall be final and binding upon the parties. Nothing in these Instructor Terms or the Specific Instructor Agreement will prevent a Party from seeking provisional measures (including, but not limited to, a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings or the enforcement of any award) from any court of competent jurisdiction and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

TERMS FOR BUSINESS USERS

These Business Terms, together with the Specific Business Agreement constitute a legally binding agreement between you (“you” or the “Business User”) and WANNA TRAIN PTE. LTD. (the “Company”, “us”, “we” or “our”) a company incorporated in Singapore with UEN 201721895G and with its registered address at 4 Battery Road, #25-01 Bank of China Building, Singapore 049908.

By accepting these Business Terms, you agree to be bound by these Business Terms, which apply to your use of the Application, the WT Business Services, your use of the Platform, and all locations, classes and services you make available via the Platform. You understand and agree that the Business Terms may be updated or amended by the Company from time to time.

PLEASE READ THESE TERMS CAREFULLY.

The Application is provided for your use subject to these Business Terms. In addition to these Business Terms, the Specific Business Agreement and our Privacy Policy are incorporated herein by reference and shall govern the relationship between the Company and the Business User.

By registering as a Business User and/or submitting information to us, you acknowledge that:

  • you have the authority to accept these Business Terms on behalf of the Business User;
  • you have read, understand and agree to be bound by all the provisions of the Business Terms, the Specific Business Agreement and the Privacy Policy, as may be amended from time to time; and
  • that no promises or representations have been made to you to induce you to accept these Business Terms.
  1. Definitions

    1. In these Business Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

      “Applicable Laws” means, except as the context may otherwise require, all applicable laws (including common law), statute, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of or any determination by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended as interpreted and enforced at the time in question;

      “Application” means our software application which you may be download from platforms (such as Apple App Store, Google Play and our SaaS platform) as we may determine from time to time for use on your smartphone or other mobile devices;

      “Class” means any sports, wellness and/or fitness activities, classes, services offered by a Merchant on the Platform. “Classes” has a similar meaning;

      “Confidential Information” means all information in any and all mediums disclosed by one party to another party including, without limitation, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets, current, planned or proposed products, marketing and business plans, forecasts, projections and analyses, financial information, and shall include Consumer User Data;

      “Consumer Feedback” means any rating, review or comments published by a Consumer User on the Platform in relation to any Merchant Offering which the Consumer User has purchased through the Application;

      “Consumer User” means a user of the Application, being an individual who has registered for an account through the Application;

      “Listing” means any listing of Merchant Offering offered by the Business User on the Platform;

      “Merchant” means instructors and Business Users which display Classes, goods and services on the Platform, which may be reserved by a User and paid for through the Platform;

      “Merchant Offering” means such goods and services offered by the Business User on the Platform as may be supported by the current version of the Platform. “Merchant Offerings” has a similar meaning. Depending on the Merchant and the functionality of the Platform, Merchant Offerings may include any goods, services or Classes;

      “Merchant Offering Cost Price” means the sum payable from the Company to the Business User in order to allow a Consumer User to reserve and purchase the Merchant Offering through the Platform;

      “Merchant Offering Fee” means the fee payable from the Consumer User to the Company in order to allow a Consumer User to reserve and purchase the Merchant Offering through the Platform;

      “party” means the Business User or the Company, as the case may be;

      “parties” means the Business User and the Company;

      “Platform” means the shared platform provided by the Company to Users and Merchants through the Application;

      “Privacy Policy” means the statement that sets out the Company’s policy on collection, use and disclosure of personal data and which can be accessed at http://www.wanna-train.com/data.html;

      “Specific Business Agreement” means the agreement between the Business User and the Company in relation to the specific details regarding the Merchant Offering offered by the Business User, including the type of Merchant Offerings offered, the inventory of Merchant Offerings available for reservation and sale through the Platform, the schedule relevant to service-related Merchant Offerings, the Merchant Offering Cost Price payable in respect of each type of Merchant Offering, and the draft Listing;

      “User” means any user of the Application, including Consumer Users, Business Users and instructor users;

      “User Data” means information (including personal information) relating to a User, including but not limited to order information, payment information, account information, preferences and tendencies; and

      “WT Business Service” means all or any of the services provided by us to you as described in Clause 3.2. “WT Business Services” has a similar meaning.

  2. Amendments and variations

    1. The Company reserves the right to amend and/or vary the WT Business Services, the Application and these Business Terms without prior notice to you. The amended Business Terms will take effect from the time of posting on the Application.
    2. If you disagree with the amended Business Terms, you may terminate the Specific Business Agreement and these Business Terms by giving 90 days’ notice in writing. We may also impose limits on certain WT Business Services or restrict your access to part or all of the WT Business Services without notice or liability.
    3. In order to fully utilize the WT Business Services, the Business User will be required to enter into a Specific Business Agreement with the Company.
    4. The Company and the Business User shall agree on the Specific Business Agreement, which should include comprehensive information in relation to:
      • all types of Merchant Offerings the Business User intends to offer on the Platform;
      • the inventory for the Merchant Offerings available for sale through the Platform and the relevant schedule (if any) for the Merchant Offerings;
      • the Merchant Offering Cost Price payable to the Business User and the Merchant Offering Fee payable to the Company in respect of each type of Merchant Offering offered on the Platform;
      • the applicable currency for payments to the Business User; and
      • all terms, policies, rules or additional fees imposed by the Business User in relation to the Merchant Offerings including any returns policy, any additional fees payable by the Consumer User for delivery of Merchant Offerings, or for the use of any facilities or amenities or the rental of any equipment.

      The Specific Business Agreement shall also contain in a schedule the agreed draft Listing which should contain all information set out in Clause 4.1 below.

    5. The Specific Business Agreement executed between the Company and the Business User shall be deemed as an integral part of these Business Terms for any and all purposes. In the event of any contradiction or discrepancy between the terms of these Business Terms and the Specific Business Agreement, the provisions of the Specific Business Agreement shall prevail.
  3. Scope and nature of our Services

    1. The Application offers a Platform for Users to be connected through User-generated information relating to sports, wellness and fitness-related topics. The Application enables Consumer Users to reserve and pay for Business Users, and to provide Consumer Feedback on any Merchant Offerings reserved or purchased by the Consumer User through the Platform.
    2. The Application allows Business Users to:
      • list and offer Merchant Offerings to Consumer Users through Listings which are displayed on the Platform;
      • share any promotions they may wish to advertise in relation to their Merchant Offerings;
      • share general information on sports, wellness and fitness-related topics; and/or
      • respond to any Consumer Feedback.
    3. (the aforementioned services and the provision of the Platform being referred to as the “WT Business Services”)

    4. The Business User is responsible for all customer service in connection with the Merchant Offerings and for supplying all relevant goods and services stated in the Listing, in accordance with the Business Terms and the Business User’s applicable terms as set out in the Listing.
  4. Listings

    1. The Listings shall contain:
      • The types of Merchant Offerings offered by the Business User on the Platform;
      • A description of all types of Merchant Offering offered;
      • The duration of each type of Class offered;
      • The date and time each Class is offered;
      • The applicable Merchant Offering Fee for each Merchant Offering offered;
      • Any information which may be relevant to a Consumer User who purchases the relevant Merchant Offering;
      • All rules, terms or policies imposed by the Business User which may be relevant to a Consumer User who purchases any Merchant Offering, or attends any Class offered by the Business User including any returns policy, any additional fees like delivery fees, equipment fee, rental fee or facility fee;
      • The link to the Business User’s website (if any); and
      • The link to the Business User’s privacy policy or other applicable policies (if any).
    2. The Company will publish the Listing on the Platform. The Business User shall provide the Merchant Offering (and any other goods and services which may be relevant to the Consumer User) in accordance with these Business Terms and the Listing. The Business User agrees that the Consumer User will not be subject to any terms additional to those set out in the Listing.
    3. Subject to Clause 4.5 below, the Business User shall be entitled to amend any Listing by changing:
      • The type of Merchant Offerings offered;
      • The available inventory of Merchant Offerings, provided that the Business User may not reduce the inventory of Merchant Offerings available on the Platform by more than 50%;
      • The description of any Merchant Offering;
      • The date and time a Class is offered; and
      • Any fees payable by the Consumer User in respect of equipment rental or use of facilities or amenities.
    4. (the aforesaid changes being “Permissible Changes to Listing”)

    5. The Business User shall provide prompt notice to the Company as to any Permissible Changes to Listing, and shall provide the Company a draft of the amended Listing. Clauses 4.6 – 4.8 shall apply in respect of the draft amended Listing.
    6. In the event the Business User wishes to amend the Listing by changing items beyond the Permissible Changes to Listing, the Business User shall seek the prior written consent of the Company which may be withheld at the Company’s sole discretion. If the Company is agreeable to the proposed amendments, the Business User shall provide the Company a draft of the amended Listing. Clauses 4.6 – 4.8 shall apply in respect of the draft amended Listing.
    7. The following terms shall apply in respect of all draft amended Listings:
      • Upon the Company’s receipt of the draft amended Listing, the Company may accept the draft amended Listing or require the draft amended Listing to be further amended.
      • If the Company accepts the draft amended Listing, the Company will publish the amended Listing within 15 days from the date it accepts the amended Listing.
      • If the Company requires the draft amended Listing to be further amended, the Company may revise the draft Listing, or provide instructions to the Business User on the items in the draft Listing which should be amended.
      • Upon receiving the revised draft Listing or the instructions from the Company, the Business User may accept the changes proposed by the Company and shall make changes to the Listing as may be necessary, or amend the revised draft Listing. The Business User shall send the new draft Listing to the Company for approval.
      • This Clause 4.6 shall apply in respect of any such new draft Listing.
    8. Unless otherwise agreed between the parties, the amended Listing shall be posted on the Platform within fifteen (15) days after the Business User and the Company accepts the amended Listing.
    9. The Business User shall continue to provide Merchant Offerings, and any goods and services in accordance with the existing Listing for all Merchant Offerings which are purchased before the amended Listing is posted on the Platform.
    10. The schedule to the Specific Business Agreement shall be deemed as amended as of the date of posting of the amended Listing.
    11. The location, the form in which the Listing is displayed and the manner of its promotion shall be determined by the Company at its sole discretion.
    12. The Company reserves the continuing right to reject, revise, or discontinue displaying any Merchant Offerings referred to in the Listing or the entire Listing, at any time in the Company’s sole discretion, and to remove all references to the Listing from the Platform/Application; and to redirect or delete any URL used in connection with the Listing at its sole discretion and with no obligation to provide any explanation. The Business User shall have no claims and/or demands against the Company in the event of a removal, suspension or disablement of the Listing, any part thereof or any Merchant Offerings referred to in the Listing.
  5. Merchant Offerings & Purchases

    Terms specific to Classes

    1. The Business User shall not cancel a Class reservation except where the class or service itself has been cancelled. The Business User acknowledges that Consumer Users or the Company may cancel Class reservations without any fees being payable to the Business User, as long as the cancellation is made at least 24 hours before the commencement time of the Class.
    2. The Company will only pay the Business User for Qualifying Classes, based on the applicable rate as set out in the Specific Business Agreement. A “Qualifying Class” means a reservation for a Class booked through the Platform unless such Class reservation was:
      • cancelled by the Consumer User or by the Company at least 6 hours in advance;
      • cancelled by the Business User; or
      • not honored by the Business User for any reason.
    3. For the avoidance of doubt, attendances by Consumer Users which are not reserved through the Platform are not Qualifying Classes.

    4. The Business User will receive payment for Qualifying Classes no case later than fifteen (15) days after the last day of the month in which the Qualifying Classes took place. Payments for Qualifying Classes shall be based on the record of Qualifying Classes set out in the Business User’s dashboard on the Platform and calculated against the applicable Merchant Offering Cost Price for each relevant Qualifying Class.
    5. Terms applicable to all Merchant Offerings

    6. The Business User accepts that the records on the dashboard will be deemed as an accurate record of the Qualifying Classes as well as all other Merchant Offerings which have been purchased through the Platform. The Business User therefore agrees that the records on the dashboard shall be regarded as the final determinant of its entitlement to payment.
    7. In the event there is any discrepancy between the payment the Business User receives and the records on the dashboard, the Business User shall alert the Company of the discrepancy within ten (10) days of receiving payment or the date the Business User was supposed to receive payment, in which event, the Company shall respond so such notice within a reasonable time.
    8. The Company may review the Merchant Offering Cost Price of each Merchant Offering from time to time to ensure that the pricing is not unreasonable and to ensure that the Merchant Offering Fee remains in line with the Business User’s other packages and pricing.
    9. Other than such additional fees set out in the Listing, the Business User shall not charge Consumer Users any fees for purchasing Merchant Offerings booked through the Platform.
    10. The Business User shall not charge the Consumer Users any fee which is not charged to the Business User’s existing and regular clients. The Company reserves the right to credit the Consumer Users for any fees improperly charged to them and to deduct such credits against payments otherwise due to the Business User.
    11. The Company has no responsibility for any payments that may be due to the Business User from Consumer Users, other than the payment of the Merchant Offering Cost Price.
  6. Relationship

    No agency, partnership, joint venture or employment is created between the Company and the Business User. You are independent contractors and are not our agents or employees and are not authorized to create any obligation, express or implied, on our behalf or otherwise bind us.

  7. Payments

    1. Except as set out in Clause 7.2 below, the Merchant Offering Cost Price fixed in the Specific Business Agreement includes all applicable taxes, bank charges, payment processing fees and foreign exchange charges.
    2. The Company may withhold from any payments to be made to the Business User any amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.
    3. The Company may set off from any payments to be made to the Business User any amounts which are owing from the Business User to the Company.
    4. The Company calculates amounts owing to the Business User in Singapore Dollars and uses Transferwise, an international money transfer system, to ensure Business Users receive the amounts in the applicable currency (as stated in the Specific Business Agreement) at a more favourable rate than a traditional bank transfer. Transferwise’s fees will be deducted from the amounts sent to the Business User.
    5. You agree that your payment details may be disclosed to Transferwise to enable payments to be made to you in the applicable currency.
    6. In the event there is any mistake made in the amount paid to you (including any additional amounts paid or any amounts paid in an incorrect currency), you shall inform us within ten (10) days from the date you receive payment, or the date you were supposed to receive payment.
  8. Business User Account

    1. If the Business User is an individual, the Business User must be at least 18 years old. If the Business User is not a natural person and you sign up for a Business User account on behalf of your employer, your employer shall be deemed to be the Business User for the purposes of these Business Terms, and you represent and warrant that you have the authority to bind your employer to these Business Terms.
    2. To become a Business User, you are required to register and set up an account and to provide information about the Business User (such as identification or contact details). You warrant that all information supplied by you in using the Application are true, accurate and up to date. The Company reserves the right to decline a registration or application for a Business User account for any reason or for no reason.
    3. You agree not to divulge your account details, including your password, to anyone. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at support@wanna-train.com.
    4. Each Business User is responsible for ensuring that its employees, agents and subcontractors comply with these Business Terms.
  9. Privacy

    1. Although the Company will allow the Business User to insert a link to its privacy policy in the Listing, the Company is not obliged to:
      • Verify that the link connects to the Business User’s privacy policy;
      • Ensure that the Consumer User agrees to the Business User’s privacy policy; or
      • Ensure that the Business User complies with the Applicable Law.
    2. The Business User agrees to comply with our Privacy Policy in relation to the Consumer User’s data.
    3. In relation to Consumer User’s data, the Business User shall:
      • comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests from Users;
      • be authorised to use Consumer User Data in compliance with Clause 9.4 below;
      • not resell, broker or otherwise disclose any Consumer User Data to any third party, in whole or in part, for any purpose, unless required by Applicable Law; and
      • immediately notify the Company if the Business User becomes aware of or suspects any unauthorized access to or use of Consumer User Data and cooperate with the investigation of any such breach and the mitigation of any damages.
    4. During the term of the Specific Business Agreement, each Business User is entitled to use the Consumer User Data of such Consumer Users which have reserved or purchased any Merchant Offering with it through the Platform in the following ways:
      • The Business User may use the Consumer User’s email addresses to provide logistical information to him/her in respect of upcoming Class reservations made by him/her through the Platform;
      • The Business User may use the Consumer User’s email addresses to provide collection or delivery information in respect of any Merchant Offering which has been purchased through the Platform;
      • Unless otherwise informed by the Company, the Business User may use the Consumer User’s email addresses to send marketing information about its Merchant Offerings, provided that the Business User complies with all Applicable Laws applicable to the sending of commercial email. The Business User will include in each such communication an “opt-out” option to permit the Consumer User to elect not to receive further marketing-related communications, and will promptly remove the email addresses and cease further marketing-related communications to those Consumer Users who opt-out; and
      • The Business User may use the Consumer User’s telephone numbers:
        • to provide logistical details to such members in respect of upcoming reservations made by them through the Platform; or
        • as may be necessary for emergency medical or other exigent circumstances.
    5. Subject to Clause 23.3 below, if the Business User engages any third party to facilitate or fulfil its obligations in relation to any Merchant Offerings or collects any Consumer User Data directly, then the Business User shall ensure that it and such third party engaged by the Business User implements and complies with reasonable security measures in handling any Consumer User Data. If any Consumer User Data is collected directly by the Business User or a third party engaged by the Business User, the Business User shall ensure that it or such third party adopts, posts and processes the Consumer User Data in conformity with the Business User’s posted privacy policy and all applicable laws.
    6. The Business User agrees that the Company and its business partners may communicate with the Business User with regard to products, services and promotions that may be of interest to the Business User. This may include email or other communications. The Business User also authorises the Company to exchange information about the Business User the Merchant Offerings to our suppliers, agents and contractor and use that information for account management and business planning.
  10. Responsibility for Merchant Offerings

    1. The Business User acknowledges and agrees that:
      • it has the sole responsibility for, and that the Company has no responsibility or liability of any kind for, the Merchant Offerings that it offers and for any goods or services necessary to offer those Merchant Offerings;
      • it is responsible for the performance of all of its obligations under these Business Terms and the Specific Business Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of the Business User.
    2. The Company shall refer any claim from any Consumer User or third parties in connection with the relevant Merchant Offerings to the relevant the Business User. The Business User shall respond to such claims promptly.
  11. Taxes

    It is the Business User’s responsibility to determine what, if any, taxes apply to the payments the Business User makes or receives, and it is the Business User’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. The Business User shall be responsible for the payment of all taxes applicable to the conduct of the Business User’s business, including any and all sales, use or any other taxes related to the Merchant Offerings.

  12. Non-Solicitation

    The Business User shall not solicit for employment any of the Company’s employees or contractors during the term of these Business Terms and for a period of twelve (12) months following the termination or expiration of these Business Terms; provided that it is expressly agreed that any solicitation not directed specifically to our employees or contractors shall not be deemed to be a solicitation for purposes of this provision.

  13. Business User Warranties

    By registering for a Business User Account, the Business User represents, warrants and undertakes to the Company that:

    • it/he has the power and authority to enter into these Business Terms and to fully perform all obligations hereunder;
    • he (where an individual) is at least 18 years of age on the date of registration for a Business User Account;
    • all information provided to the Company under or in connection with these Business Terms and in the creation of a Business User account are true, accurate, current, and complete;
    • the inclusion and offering of the Merchant Offerings and use of the Business User IP and the Business User Marks in the Application does not and will not violate any agreements to which the Business User is a party or of which the Business User is otherwise aware;
    • the Business User owns and/or has all requisite rights and licenses (including third party licenses) to the Business User IP, the Business User Marks and all content in the Merchant Offerings, and has the right to grant the Company such license to use the Business User Marks and Business User IP as referred to in Clause 14.1 and Clause 14.2 respectively, and the use of the Business User IP, Business User Marks and Merchant Offerings by the Company or in the Application do not and will not cause the Company to infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity;
    • the Merchant Offerings and any advertising or promotion of the Business User’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any Applicable Law;
    • the Merchant Offerings and any advertising or promotion of the Business User’s goods and services relating thereto will not in any way violate any Applicable Law;
    • the Merchant Offerings are compliant with all Applicable Laws and are fit for the purpose for which they are intended;
    • the Business User and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offerings;
    • the Business User is in full compliance, and will continue to be in full compliance during the term of these Business Terms, with our Privacy Policy, Business User’s privacy policy provided to Consumer Users and with all applicable data privacy, data protection and data security laws and regulations;
    • the Business User will operate in accordance with the highest industry standards and in compliance with the applicable laws, rules and regulations of the countries in which the Business User operates;
    • the Business User’s business information and bank account details as provided pursuant to this Specific Business Agreement are accurate and is the correct party / recipient of any monies sent by the Company.
  14. Intellectual Property Rights

    1. The Business User grants to the Company a nonexclusive, nontransferable, royalty-free right and license to use, transmit and display the Business User’s trademarks, service marks, domain names and logos (“Business User Marks”) in connection with these Business Terms, including use for promotional and marketing activities which may be conducted by the Company from time to time.
    2. All information, audiovisual content, text, logos, images, audio, photographs, graphics, artwork, movie clips and/or content in any Listing shall be referred to as “Business User IP”. The Business User grants to the Company an irrevocable, transferable, sub-licensable, royalty-free, non-exclusive right and license to use, copy, modify, adapt, transmit, publicly display, translate, broadcast, stream, publish, reproduce and distribute world-wide any such material in any form, in each case in connection with the promotion and/or sale of the Merchant Offerings in all media or formats now known or hereinafter developed.
    3. The Business User acknowledges and agrees that the Company owns all interest in and to the Application, Consumer User Data, the Company trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Application, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by the Company or at the Company’s direction, and any materials, software, technology or tools used or provided by the Company to promote, marketing or distribute the Merchant Offerings and conduct its business (collectively, the “Company IP”).
    4. The Business User shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, display or modify the Company IP or any portion thereof, except that the Company grants the Business User a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the term of these Business Terms to use the Application, solely for the purposes of utilising the Services. All rights to the Company IP not expressly granted in these Business Terms are reserved by the Company. In particular, the Business User agrees not to:
      • translate, reverse engineer, decompile or disassemble or create any derivative work based on the Company IP;
      • take any action to register, challenge or object to the validity of the Company’s rights to the Company IP; or
      • use or display any the Company IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between the Business User or a third party and the Company.
    5. If the Business User provides the Company with feedback, suggestions, reviews, modifications, data, images, text, or other information or content (including identifying potential errors and improvements) concerning the Services, the Application, any the Company IP, the Business User Offering or otherwise in connection with these Business Terms (collectively, “Feedback”), the Business User irrevocably assigns to the Company all right, title, and interest in and to such Feedback and the Company shall be entitled to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Service, the Application and to create other products and services. The Business User agrees to provide the Company with such assistance as the Company may reasonably require to document, perfect, or maintain the Company’s rights in and to the Feedback. The Company shall be entitled to, and shall treat any Feedback as non-confidential and non-proprietary.
    6. In the event the Business User’s assignment to the Company is invalid for any reason, the Business User hereby irrevocably grants to the Company a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable, sub-licensable right and license to use, reproduce, perform, display, and distribute the Feedback and to adapt, modify, re-format, and create derivative works from the Feedback for any purpose.
    7. The Business User warrants that:
      • it shall not submit or provide any Feedback which it considers confidential or proprietary;
      • all Feedback submitted to the Company are the Business User’s original work or ideas, or otherwise obtained by the Business User in a lawful manner; and
      • the Company’s exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights.
  15. Suspension and Termination

    1. These Business Terms shall terminate as between the parties upon the termination of the Specific Business Agreement.
    2. Without prejudice to Clause 15.1 above, if the Business User is in breach of these Business Terms, and fail to remedy such breach within 7 days of the Company’s notice to the Business User, then the Company shall have the right (without any further notice to the Business User) to suspend or terminate the Business User’s account, remove the Listing fully or partially and/or remove any reference to the Business User’s Merchant Offerings on the Platform.
    3. In the event that no Specific Business Agreement has been finalised between the parties, the Company may terminate the Business Terms with the Business User at any time and without notice.
    4. Upon termination of these Business Terms:
      • each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information);
      • all rights granted to the Business User hereunder will immediately cease; or
      • the Business User shall not in any way indicate, suggest or publicise any continuing connection between the Business User and the Company which is in any way incorrect or misleading.
    5. Termination of these Business Terms will not in any way affect the Business User’s obligation in respect of any Merchant Offerings purchased by Consumer Users prior to such termination in according with these Business Terms and the Specific Business Agreement. Provisions in these Business Terms that are intended to survive termination will continue in full force and effect after the termination of these Business Terms.
  16. Disclaimer of warranty

    1. You acknowledge that your use of our Application is at your sole risk and discretion. All materials, information, products, services, software and other content contained in this Application, or obtained from a linked site is provided “as is” without warranty or conditions of any kind, whether express or implied (including but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, non-infringement, security or accuracy).
    2. You assume total risk and responsibility for your use of the Application and the Services provided herein, including the submission of any personal information (where applicable). Except as expressly stated in these Business Terms, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law. 
    3. We do not warrant or represent that your access to and/or use of the Application will be uninterrupted (whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance of our Application or otherwise) or error-free or that any information, data, content, software or other material accessible through the Application will be free of bugs, viruses, worms, Trojan horses or other harmful components.
    4. We specifically disclaim compatibility between the Application and any software or hardware.
  17. Exclusion and limitation of liability

    1. In no event shall we be liable for any injury, loss, claim, damage, whether based on contract, tort, strict liability or otherwise, or any actual, incidental, special, indirect, exemplary, punitive or consequential (including lost profits or other special damages) which arises out of or is in any way connected with any of the following:
      • access or use of the Application or the Services;
      • data, information, content or material contained in the Application;
      • submission of any personal information, or any unauthorised alteration or access to your personal information, your transmission or data, any breach of security into the Application through the global computer network or any transactions entered into through the Application;
      • any technical errors, unavailability of the Application to you in whole or in part or any failure or delay in any way connected with the use of the Application because of the global computer network, ancillary equipment or technology or any other circumstances.
    2. Nothing in these Business Terms shall exclude or limit our liability for death or personal injury arising from our negligence, fraudulent misrepresentation, and misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
    3. If we are found liable for any loss or damage which arises out of or is in any way connected with any accessing or use of the Application or the Services, then our sole liability to you, whether in contract, tort or otherwise for any loss or damage of any kind shall in no event in the aggregate exceed SGD 100.
  18. Confidentiality

    The Business User shall at all times, both during and after the term of these Business Terms, keep and hold the Company’s Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its obligations pursuant to these Business Terms or the Specific Business Agreement.

  19. Indemnity

    The Business User agrees to indemnify, defend and hold the Company its affiliated and related entities, and any of its respective officers, directors, agents and employees harmless from any and all liability, damages and/or costs (including but not limited to, legal fees) arising from:

    • the Business User’s breach of these Business Terms or the Specific Business Agreement or any breach of the representations and warranties hereunder;
    • any claims relating to any Merchant Offerings or any goods or services provided or intended to be provided by the Business User;
    • the Business User’s use of the Application, the Services; or
    • the Business User’s tax obligations; and
    • the use by the Company of the Business User Marks and Business User IP; save to the extent arising out of the fraud, negligence or willful misconduct of the Company.
  20. Non-exclusivity

    Nothing in these Business Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties. These Business Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under these Business Terms by doing so, including without limitation, any confidentiality obligations. In particular, the Company shall be entitled to develop, acquire, license and to market and distribute materials, products or services which are competitive with the Business User’s products or services (including the Merchant Offerings).

  21. No Third Party Rights

    Subject to the previous sentence, no provision herein is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) by any person who is not a party to these Terms. 

  22. Severability

    If any provision herein is held by the Singapore courts to be illegal or unenforceable, the same shall be deemed to be deleted from these Business Terms and shall be of no force and effect; whereas the remainder shall continue in full force and effect. 

  23. No Assignment

    1. All the terms and provisions of this Business Terms shall be binding upon and inure to the benefit of the parties and to their respective heirs, successors, permitted assigns and legal representatives.
    2. The Company shall be permitted to assign these Business Terms and the Specific Business Agreement without notice to or consent from the Business User.
    3. The Business User shall have no right to assign or otherwise transfer these Business Terms, the Specific Business Agreement, or any of its rights or obligations hereunder, to any third party without the Company’s prior written consent, to be given or withheld in the Company’s sole discretion.
  24. No waiver

    No waiver by the Company of any of these Business Terms of any default of the Business User under these Business Terms shall operate or be construed as a waiver by the Company of any future defaults or provision.

  25. Entire agreement

    These Business Terms contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

  26. Governing Law

    By downloading the Application, you agree that the laws of Singapore, without regard to principles of conflict of laws, will govern our relationship and any dispute of any sort that may arise.

  27. Dispute Resolution

    In the event of a dispute arises out of or in connection with these Business Terms or the Specific Business Agreement, including any question regarding its existence, validity or termination or any document or transaction in connection with these Business Terms or the Specific Business Agreement, the Parties shall attempt to amicably settle such dispute through mutual consultation. Any dispute that is not resolved within thirty (30) days of the commencement of the consultation shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a single arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The place of arbitration shall be Singapore and the language of the arbitration shall be English. The law governing the agreement to arbitrate shall be Singapore law. The award of the arbitrator shall be final and binding upon the parties. Nothing in these Business Terms or the Specific Business Agreement will prevent a Party from seeking provisional measures (including, but not limited to, a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings or the enforcement of any award) from any court of competent jurisdiction and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.