JUST ACTIVE — MASTER PROVIDER TERMS OF SERVICE (B2B)

1. PLATFORM ROLE & INTERMEDIARY STATUS

1.1 Marketplace Facilitator: Just Active Ltd operates strictly as a digital discovery directory and transactional intermediary. We provide the software infrastructure to connect Providers with consumers ("Seekers"). We are not the Merchant of Record, nor are we a party to the contract for service delivery formed between the Provider and the Seeker.

1.2 Independence of Providers: Providers operate as entirely independent third parties. Nothing in this Agreement establishes an employment, partnership, joint venture, or agency relationship between the Provider and Just Active Ltd.

2. "KNOW YOUR BUSINESS" (KYB), VETTING, & HMRC REPORTING

2.1 Mandatory Vetting & Verification: To protect the integrity of the marketplace, Providers must complete our "Know Your Business" (KYB) onboarding protocols before transitioning from an aggregated directory listing to an active, transactional profile.

• Administrative Document Check: The term "Verified" on the Platform explicitly and strictly means that Just Active Ltd has conducted an Administrative Document Check of the credentials uploaded by the Provider.
• No Physical Inspection: Just Active Ltd does not physically inspect venues, audit safety equipment, or continually monitor the Provider's ongoing compliance with safeguarding laws.

2.2 Self-Declared Credentials: If a Provider utilizes the "Self-Declared" toggles for credentials (e.g., DBS checks, Public Liability Insurance, NGB Affiliation), the Provider assumes absolute legal liability for the accuracy of those claims. Falsifying safeguarding or insurance credentials will result in immediate termination and reporting to relevant UK authorities.

2.3 HMRC Digital Platform Reporting: In strict compliance with HM Revenue & Customs (HMRC) digital platform operator reporting rules, Providers must supply accurate corporate tax information, including Companies House Registration Numbers and Unique Taxpayer References (UTR). Just Active Ltd is legally mandated to report seller income to HMRC. Failure to provide accurate tax details will result in account suspension.

3. FINANCIAL FRAMEWORK, STRIPE CONNECT, & MONETIZATION

3.1 Acceptance of Master Financial Policy: By processing payments or generating payouts through the Platform, the Provider explicitly agrees to the Master Cancellation, Refund, & Financial Default Policy (PL-FIN-001).

3.2 Platform Commission, Subscription Tiers, & Promotional Marketing:

• Fee Absorption: The Provider agrees to absorb the 5–10% Platform Booking Fee. This fee is automatically deducted from the gross transaction value prior to payout.
• Subscription Packages: The Provider may utilize the core discovery and booking software at no cost (Basic Tier) or opt into the Premium Insights/Financials Pro analytics package for a recurring fee of £15/month.
• Promotional Placements & Badges: The Provider may utilize platform tools to secure "Featured Placements" on the discovery directory. The Provider acknowledges that any featured status or directory boost is strictly a paid digital placement; it does not constitute an endorsement, safety audit, or medical suitability verification by Just Active Ltd.

3.3 FCA Compliance & Multi-Party Routing: All consumer booking funds are routed via Stripe Connect Express. Just Active Ltd operates strictly as a technological intermediary and does not temporarily hold, aggregate, or control "client money" in its corporate accounts. Payouts are transmitted directly and programmatically to the Provider's connected Stripe account, ensuring Just Active Ltd maintains its legal exemption from the FCA payments regulatory perimeter.

3.4 Indemnification for Refunds and Chargebacks: The Provider is solely financially responsible for honoring the Universal 24-Hour Cancellation Rule and the 14-Day Statutory Cooling-Off Period for memberships. The Provider grants Just Active Ltd the irrevocable administrative right to programmatically reverse funds from the Provider's connected Stripe account to satisfy compliant consumer refunds or banking chargebacks.

3.5 B2B Affiliate Marketing Service Fee Schedule:

• B2B Display Services: Just Active Ltd operates a centralized corporate affiliate marketing account. By electing to pull and display third-party equipment links from the Just Active link bank onto their profile, the Provider agrees to provide a B2B advertising display service to Just Active Ltd.
• HMRC Reporting & The "Verified" Gate: Remuneration for this B2B display service is strictly contingent upon the Provider maintaining a "Verified" status. On this Platform, "Verified" is explicitly and strictly defined as the successful completion of an Administrative Document Check (KYB). To comply with HM Revenue & Customs (HMRC) digital platform reporting rules, the Provider must supply a valid Unique Taxpayer Reference (UTR) or Companies House Registration Number. Just Active Ltd will withhold all marketing fee payouts until this verification is complete.
• Equipment Liability & Indemnification: The Provider acknowledges that Just Active Ltd acts solely as an informational directory and technology facilitator. The provision of equipment links does not constitute a safety, quality, or medical endorsement by the Platform. The Provider agrees to fully indemnify, defend, and hold harmless Just Active Ltd from and against any product liability claims, physical injury, death, or damages arising from third-party equipment purchased by Seekers via the Provider's profile.

4. SAFEGUARDING, SAFETY & LIABILITY INDEMNIFICATION

4.1 Total Assumption of Risk: The Provider acknowledges that they are exclusively responsible for the safe delivery of their activities. This includes, but is not limited to, maintaining safe premises, providing functioning equipment, enforcing adequate coach-to-participant ratios, and complying with all UK health and safety legislation.

4.2 Absolute Indemnification: The Provider agrees to fully indemnify, defend, and hold harmless Just Active Ltd, its directors, employees, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including legal fees) arising from:

• Any physical injury, death, or property damage occurring at a Provider's venue or during a Provider's session.
• The Provider's failure to adhere to UK consumer protection laws.
• Any breach of safeguarding protocols or failure to appropriately accommodate a Seeker's disclosed medical notes.

5. DATA PROTECTION & CONFIDENTIALITY (UK GDPR)

5.1 Data Controller Status: When a Seeker books a session, Just Active Ltd securely transfers necessary personal data (including Dependent names, emergency contacts, and self-disclosed medical adaptations) to the Provider. Upon receipt, the Provider becomes an independent Data Controller of that information under UK GDPR.

5.2 Provider Obligations: The Provider agrees to:

• Process this sensitive data strictly for the purpose of safely delivering the booked activity.
• Never use Seeker data for unsolicited external marketing without explicit, separate consent from the Seeker.
• Securely delete or anonymize Seeker medical and emergency contact data when it is no longer strictly necessary for the fulfillment of the service.