JUST ACTIVE — MASTER CANCELLATION, REFUND, & FINANCIAL DEFAULT POLICY

1. LEGAL ARCHITECTURE & INTERMEDIARY GATEWAY

1.1 Marketplace Facilitator Status: Just Active Ltd operates strictly as an online marketplace facilitator and technological intermediary. Just Active Ltd does not collect, control, or hold consumer funds within its own corporate operational banking infrastructure.

1.2 Stripe Connect Protocol & FCA Exemption: To maintain absolute compliance with the UK Financial Conduct Authority (FCA) payments regulatory perimeter and satisfy European PSD2 regulations, all marketplace transactions are executed via a multi-party routing protocol powered by Stripe Connect Express.

• Direct Split Processing: At the exact timestamp of transaction capture, Stripe programmatically segregates the gross booking value.
• Fee Extraction: The platform commission fee (5–10% absorbed strictly by the Provider) is routed to Just Active Ltd.
• Direct Settlement: The remaining net provider payout is transmitted instantly to the Provider's separate, connected Stripe financial account.
• FCA Boundary Preservation: Because Just Active Ltd never temporarily holds, aggregates, or controls "client money," the platform remains strictly outside the FCA regulated payment services perimeter.

2. SEEKER-SIDE CANCELLATIONS & REFUND MECHANICS

2.1 Single-Date Leisure Exemptions (Individual Classes/Sessions): Under the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, statutory fourteen (14) day cooling-off windows do not apply to distance contracts relating to leisure activities intended to be provided on a specific date or within a specific performance window. Consequently, all individual session bookings executed on the Platform are legally binding from the millisecond of purchase.

2.2 The Universal 24-Hour Rule: To eliminate administrative paperwork and ensure operational predictability across the network, Just Active enforces a standardized, non-negotiable cross-platform cancellation protocol:

• Eligible Clean Reversals: A Seeker may cancel an individual scheduled activity session via their authenticated dashboard up to exactly twenty-four (24) hours prior to the official session start time. This action automatically triggers a programmatic 100% refund to the original payment method.
• Late-Stage Gating: Any cancellation initiated less than twenty-four (24) hours prior to the scheduled session start time is classified as a "Late Cancellation" and is strictly non-refundable. The Seeker forfeits 100% of the gross transaction value.

2.3 Monthly Membership Subscriptions & Statutory Cooling-Off: Unlike single-date leisure passes, open-ended rolling monthly membership contracts purchased online are legally subject to a statutory fourteen (14) day cooling-off period under UK consumer law.

• The Subscription Clock: The 14-day cooling-off period begins the day exactly after the Seeker executes the digital contract online, completely independent of when the first activity session is scheduled or attended.
• Pro-Rata Valuation Withholding: If a Seeker explicitly requests to enroll in a session or utilizes a membership benefit within this 14-day window and subsequently exercises their right to cancel the contract, a pro-rata financial deduction will be withheld from the final refund. This deduction scales mathematically to compensate the Provider for services made available or consumed up to the explicit timestamp of the cancellation request.

3. PROVIDER-SIDE OBLIGATIONS & BALANCE REVERSALS

3.1 Mandatory Policy Acceptance: As a condition of completing Stripe Connect onboarding and listing activities on the Platform, all Providers grant Just Active Ltd the explicit, irrevocable administrative authority to programmatically execute account balance adjustments and refund reversals. Providers are strictly prohibited from implementing localized refund policies that contradict or attempt to override this universal framework.

3.2 Processing Fee Liabilities: When a compliant refund is issued under the Universal 24-Hour Rule or the Statutory Cooling-Off Window, the card processing fees assessed by Stripe are non-refundable. The financial liability for these transaction overheads is allocated as follows:

• Provider Absorption: Because the Provider's listing generated the consumer footprint, any non-refundable gateway processing fees are deducted from the Provider's connected Stripe balance. Just Active Ltd does not absorb payment processing overheads resulting from third-party cancellations.

3.3 Automated Balance Reversals: All refunds are drawn programmatically from the Provider's connected Stripe account.

• If the Provider's active balance is positive, the refund moves instantly back to the Seeker.
• If the Provider's active balance is insufficient or zero at the time of the reversal, Stripe will issue a negative balance state against the Provider's connected profile and execute an automated clawback debit directly from the Provider's linked business bank account.

3.4 Provider-Initiated Medical/Safety Cancellations: If a Provider utilizes the Platform to cancel an individual Seeker's booking prior to the session (for safety, medical, or capacity reasons), the Seeker is entitled to a 100% refund of the gross transaction value. As established in Section 3.2, Just Active Ltd does not absorb payment processing overheads resulting from third-party cancellations. Therefore, any non-refundable gateway processing fees are deducted from the Provider's connected Stripe balance.

4. FINANCIAL DEFAULT, INSOLVENCY, & SEVERABILITY SHIELD

4.1 Platform Liability Cap (£0.00): Because Just Active Ltd is contractually defined as an intermediary facilitator and never acts as the Merchant of Record, the corporate capital of Just Active Ltd is completely isolated from Provider-side financial defaults. Under no circumstances will Just Active Ltd advance corporate operational funds to cover user refunds or clear third-party debts.

4.2 The Mass Default / Bankruptcy Protocol: In the event that a Provider outlines an expensive course (e.g., a multi-week camp or professional certification costing £400+), collects the gross consumer fees, and subsequently dissolves their business, undergoes liquidation, or encounters sudden facility insolvency:

• Direct Legal Recourse: The Seeker's legal contract for service delivery exists solely with that specific corporate or individual Provider entity.
• Intermediary Exclusions: Just Active Ltd explicitly disclaims all responsibility for financial recovery. If the Provider's connected Stripe account and secondary business banking channels are completely depleted or legally frozen by insolvency practitioners, the Seeker must pursue financial recovery exclusively through standard UK county court civil claims or debt collection pathways directed at the Provider. Just Active Ltd will provide verified transaction metadata logs to legal authorities upon formal request but will assume a financial liability capped strictly at £0.00.

5. REVENUE OUTFLOWS & CHARGEBACK MANAGEMENT

5.1 Chargeback Indemnification: If a Seeker initiates a formal chargeback dispute through their issuing bank (e.g., claiming "Service Not Received" due to a missing or deficient Provider session), Stripe automatically assesses a statutory dispute fee (typically £15.00) and freezes the disputed funds.

• Provider Indemnity: The Provider is contractually bound to fully indemnify Just Active Ltd against 100% of chargeback values, dispute penalties, and associated legal administration expenses.
• Automatic Clawback: If the Seeker's bank decides the chargeback in the consumer's favor, the complete disputed amount plus the banking dispute fee will be programmatically debited from the Provider's connected Stripe account.

5.2 The 48-Hour Non-Delivery Mediation Gateway: To prevent damaging bank-level chargebacks, Seekers must report a non-delivered session (e.g., coach fails to show up to the venue) within forty-eight (48) hours of the scheduled slot via the Just Active dashboard.

• Just Active will check the internal database metadata (verifying session logs and calendar states).
• If non-delivery is factually proven, Just Active will execute an administrative merchant reversal through Stripe Connect, pulling the funds directly from the Provider's account to safely reimburse the consumer before a formal banking dispute is filed.

6. CHARITY AND OPTIONAL DONATION EXCLUSIONS

6.1 The £0.00 Bypass Exemption: For un-registered community groups, grassroots meetups, or verified registered charities offering fully free or taster sessions, the total base price evaluates to £0.00. In these scenarios, the system completely bypasses the Stripe payment interface to eliminate card processor transaction errors.

6.2 Absolute Donation Pass-Through: If a Seeker opts to add a voluntary donation (e.g., £5.00) during a free or subsidized checkout flow, 100% of that donation payload passes directly through to the Provider's connected Stripe profile.

• Zero Fee Extraction on Philanthropy: Just Active Ltd mathematically extracts an application_fee_amount of 0% on the donation component.
• FCA Security Maintenance: Because the donation flows instantly into the charity or provider's connected wallet via transfer_data destination parameters, Just Active Ltd avoids holding charitable funds, keeping the platform strictly compliant with UK trust and payment perimeter laws.
• Donation Non-Refundability: All voluntary donations made alongside free or taster checkouts are structurally classified as irrevocable gifts under UK law and are 100% non-refundable under any cancellation timeframe, including the standard 24-hour window.

7. CORPORATE REVENUE & B2B MARKETING PAYOUT MECHANICS

7.1 Corporate Revenue vs. Client Money: Gross affiliate commissions generated from third-party networks (e.g., via the Platform's equipment link bank) are paid directly into Just Active Ltd's operational corporate bank accounts. These funds are legally classified entirely as corporate platform revenue. At no point do these funds constitute "client money" under UK FCA or European PSD2 payment services regulations.

7.2 B2B Invoice Payout Mechanics: Where a Provider earns remuneration for providing B2B advertising display services (e.g., electing to host Just Active Ltd's equipment links on their profile), these earnings are classified strictly as a B2B Marketing Service fee. To maintain absolute compliance with our FCA payment perimeter exemption, these B2B service fees are distributed programmatically via Stripe Connect API transfers—moving directly from Just Active Ltd's corporate Stripe balance into the Provider's connected Stripe account.

7.3 HMRC Reporting & The "Verified" Gate: Just Active Ltd will withhold the transfer of all B2B Marketing Service fees until the Provider has achieved a "Verified" status on the Platform. "Verified" is strictly defined as the successful completion of an Administrative Document Check (including the provision of a valid UTR or Companies House Registration Number) to satisfy HMRC digital platform operator reporting rules.