Application and entire agreement

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1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Class-ify Health and Wellness Ltd a company registered in England and Wales under number 12796667 whose registered office is at 124 City Road, London, EC1V 2NX (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

Interpretation

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1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

3. Words imparting the singular number shall include the plural and vice-versa.

 

Services

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1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

3. All of these Terms and Conditions apply to the supply of our Services unless we specify otherwise.

 

Your obligations

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1. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

2. If you do not comply with clause 10, we can terminate the Services.

3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

 

Fees 

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1. The fees (Fees) for the Services are set out in the quotation.

2. In addition to the Fees, we can recover from you reasonable incidental expenses including, but not limited to, the cost of services provided by third parties and required by us for the performance of the Services.

3. You must pay us for any additional services provided by us that are not specified in the quotation at the time of performance as may be agreed between us. The provisions of clause 14 also apply to these additional services.

4. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, at any point from the date of the quotation, (unless the quotation has been withdrawn).

2. You can cancel at any time after the first 90 days. Building a business takes time, therefore the Services are provided with a minimum initial contract term of 90 days.

3. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

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Payment

1. We will invoice you for payment of the Fees upfront and on the invoice dates set out in the quotation.

2. You must pay the Fees due upfront and on the date of our invoice or otherwise in accordance with any credit terms agreed between us.

3. Time for payment shall be of the essence of the Contract.

4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

7. Receipts for payment will be issued by us only at your request.

8. All payments must be made in British Pounds unless otherwise agreed in writing between us.

 

Sub-Contracting and assignment

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1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

 

Termination

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1. We can terminate the provision of the Services immediately if you:

   1. commit a material breach of your obligations under these Terms and Conditions; or

   2. fail to make pay any amount due under the Contract on the due date for payment; or

   3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

   4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

   5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

 

Intellectual property

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1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services, including but not limited to materials provided in the Learning Hub and Content Factory. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

 

Liability and indemnity

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1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

   1. any indirect, special or consequential loss, damage, costs, or expenses or;

   2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

   3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

   4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

   5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

 

Data Protection

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1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

2. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

3. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

4. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

7. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: support@class-ify.com.

 

Circumstances beyond a party’s control

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1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

 

Communications

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1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

2. Notices shall be deemed to have been duly given:

   1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

   2. when sent, if transmitted by email and a successful transmission report or return receipt is generated.

3. All notices under these Terms and Conditions must be addressed to the most recent address or email address as notified to the other party.

 

No waiver

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1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

 

Severance

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1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

 

Law and jurisdiction

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1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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Class-ify Ambassador Program Terms and Conditions

Class-ify Health and Wellness Ltd ("the Company" or “We”) offers customers (“Ambassadors” or “You”) the opportunity to participate in the Class-ify Ambassador program (the “Program”). We reserve the right to amend or terminate the Program at any time, for any reason. The Program is administered by the Company.

Ambassadors are bound by these Terms and Conditions by participating in the Program. By participating in the Program, Ambassadors agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorised to register as an Ambassador or to participate in the Program in any other manner. Ambassadors may not participate in the Program where doing so would be prohibited by any applicable law or regulations.

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We reserve the right to modify or amend at any time these Terms and Conditions and/or the methods through which rewards are earned. We reserve the right to disqualify any Ambassador from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any disclosures as required by the Company).

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I. How the Program Works

A. Program Participation, Generally

1. To participate in the Program, Class-ify customers should speak to their Class-ify Business Mentor, or email support@class-ify.com

2. An "Eligible" Ambassador who is fully compliant with these Terms and Conditions may receive "Reward(s)" for every "Qualified Referral” (all terms in quotes to be understood as defined below).

3. By participating in the Program, an Ambassador represents that he or she has her Friends’ prior consent to provide their contact information.

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B. Eligible Ambassador

To be "Eligible," a Ambassadors must:

1. Have an active Class-ify subscription, with no outstanding payments due to the Company.

2. Be at least 18 years old.

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C. Making a Referral

1. Ambassadors must submit the contact details for referrals, via the form in this link: https://class-ify.ac-page.com/referrals-landing-pg?test=true in order to track the referrals back to the correct Class-ify Ambassador.

2. Ambassadors must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions.

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D. Qualified Referrals

1. A “Qualified Referral” means that all the following conditions are met:

2. The Referral completes the purchase of a Class-ify subscription.

3. Only one Qualified Referral can be earned for each referral. 

4. There is no limit to the number of different Qualified Referrals an Ambassador can make.

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E. Earning Rewards

1. Ambassadors shall receive the following share of the revenue received by the Company from the monthly subscription of a Qualified Referral:

2. For the 1st Qualified Referral, the Ambassador receives 10% of each monthly subscription received from the referral

3. For the 2nd Qualified Referral, the Ambassador receives 15% of each monthly subscription received from each referral

4. For the 3rd Qualified Referral and each referral thereafter, the Ambassador receives 20% of each monthly subscription received from each referral

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II. Privacy.

1. To make referrals, Ambassadors must necessarily submit personal information about themselves and their referrals, such as name, phone number, e-mail address and social media contact information, so that the Company can send communications to the referrals on the Ambassadors behalf. The personal information will be collected, processed and used in accordance with the Company’s Privacy Statement, which can be found at https://www.class-ify.com/privacy-policy. 

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III. Liability.

A. By participating in the Program, Ambassadors agree to:

1. Be bound by these Terms and Conditions, the decisions of the Company and its designees, and the Privacy Policy of the Company;

2. Defend, indemnify, release and hold harmless the Company, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the "Released Parties"), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Ambassadors participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Reward); and

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B. The Company shall not be liable for:

1. Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;

2. Telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;

3. Data corruption, theft, destruction, unauthorised access to or alteration of entry or other materials;

4. Any printing, typographical, administrative or technological errors in any websites or materials associated with the Ambassador program; or

5. Claims, demands, and damages in disputes among Ambassadors or between Ambassadors and referrals; or

6. Any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a reward, or from participation in the Program, that were not reasonably foreseeable to the Company at the relevant time.

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C. The Company disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorised intervention or other cause beyond the Company’s control corrupt the administration, security or proper operation of the Program.

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D. The Company shall not be liable to any Ambassadors for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties' control.

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E. Limitation of Liability and Indemnification

1. AMBASSADORS EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY (INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF the Company WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.                                       

2. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE COMPANY'S (INCLUDING ANY VENDORS AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED £100.

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IV. Trademark Policy.

A. The Company grants Ambassadors a non-exclusive, non-transferrable, revocable licence to (i) access our website through the links solely in accordance with the terms of this agreement and (ii) to use the Class-ify logo and brand name in social media posts.

 

V. Affiliate Disclosure.

A. It is the intent of the Company to treat all of our customers fairly. Accordingly, we require all Class-ify Ambassadors to comply with the applicable laws, regulations and guidelines concerning advertising and marketing in line with local guidelines. 

 

VI. Ambassador Payments.

A. Ambassador payments will be calculated based on the subscriptions paid for each Qualified purchase and will be paid on a monthly basis to Ambassadors. Ambassador payments will be made on the 1st of each month, but the Company reserves the right to change the payment date from time to time.

 

VI. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.

A. Any and all disputes, claims and causes of action arising out of or related to the Program or any Reward or other prize awarded pursuant to the Program or to this agreement shall be resolved under English law (without reference to its conflicts of laws principles).

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B. Ambassadors also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Ambassadors use of the Program or this agreement:

1. AMBASSADORS ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and

2. AMBASSADORS ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

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VI. General Terms.

A. These terms constitute the entire agreement between Ambassadors and the Company concerning Ambassadors use of the Program. The failure of the Company to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, the Company and Ambassadors nevertheless agree that the court should endeavour to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.
 

Golden Ticket Prize Draw Terms and Conditions

1. The prize draw is free to enter for all Ambassadors.

2. Each calendar month (from May 2022 to December 2022 inclusive), the Class-ify Ambassador that has the most Qualified Referrals in that month, wins a £500 cash prize, plus a Golden Ticket, to be entered into the draw for the Golden Ticket Prize.

3. There will be 9 Golden Tickets in total. One for each of the 8 months of the competition, plus there will be an extra Golden Ticket awarded to the Ambassador that has the highest number of Qualifying Referrals over the competition period (from 1st May 2022 to 31st December 2022).

4. The winner will be the holder of the Golden Ticket, which is drawn at random by the Company.

5. The prize is non-exchangeable, non-transferable and no cash alternatives will be offered.

6. We reserve the right to substitute prizes with another prize of equal or higher value if circumstances beyond our control make it necessary to do so.

7. The decision of the Company regarding any aspect of the prize draw is final and binding and no correspondence will be entered into about it.

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The Golden Ticket Prize

1. The Golden Ticket Prize will be a 7 night holiday for 2 adults in the Maldives. The Golden Ticket Prize includes accommodation, return flights for up to 2 people, transfers to and from the airport and the hotel and 1 free item of checked baggage of up to 22kg per person up to a total value of £3,000. 

2. The Golden Ticket Prize must be booked by 31st December 2023.

3. The winner must advise the Company of the required flights and accommodation by emailing support@class-ify.com. The Company will endeavour to book the requested flights and accommodation, but accepts no responsibility or liability for any increase in price or lack of availability. 

4. No optional flight/board/accommodation supplements are included in the prize and these must be paid for by the winner at the time of booking for all the travelling party. Travel insurance is not included. Winners are advised to take out their own insurance. 

5. If a prize is not booked by the applicable date, it will be deemed forfeited and the Company reserves the right to award a prize to another randomly selected entry.

6. The prize is subject to the airline's standard terms and conditions. The holiday shall not constitute a ‘package’ under the Package Travel and Linked Travel Arrangements Regulations 2018 (the “Regulations”) and the Regulations shall not apply, nor shall the applicable provisions of the Terms and Conditions which relate to the Regulations. In the event of any conflict between the Terms and Conditions and these prize draw terms and conditions, these prize draw terms and conditions will take precedence.

7. The prize is non-transferable and may not be exchanged for cash. The prize may only be taken by the competition winner along with any accompanying passenger(s) notified to the airline in the relevant booking, subject to the maximum number of passengers specified within the prize details. Flights must be taken at the same time from the same airport. Once you have made your booking this cannot be amended.

8. Any optional purchases or supplements are subject to the airlines terms and conditions. The prize duration may not be extended and the hotel may not be changed by the winner. Any additional passengers booked will be charged at normal rates for flights and accommodation. 

9. All passengers must have a valid passport to travel, and must meet all relevant visa and/or other entry requirements including any heath or medical screening requirements.  

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Announcement of the Winner

1. The winner of the Golden Ticket Prize will be notified after 15 January 2023 via the email and telephone number provided during subscription.

2. The Company will attempt to contact the winner by email and telephone up to three times.

3. If the winner does not respond to the messages notifying them of their win within 30 days of the third message, they will lose their right to the prize, and the Company reserves the right to choose and notify a new winner.

4. The Company accepts no responsibility for Ambassador contact information not being kept up to date. Please email support@class-ify.com to update your contact information.

Data protection and publicity

1. You consent to any personal information you provide in entering the prize draw being used by the Company for the purposes of administering the prize draw, and for those purposes as defined within our privacy notice.

2. All entrants may apply for details of the winning participant by contacting us at support@class-ify.com

3. The winner agrees to the release of their first name to any other prize draw participants if requested via the Company.

4. An announcement of the winners first name will also be made via the Company’s social media platforms.

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Limitation of Liability

1. The Company does not accept any liability for any damage, loss, injury or disappointment suffered by any entrants as a result of either participating in the prize draw or being selected for a prize, save that the Company does not exclude its liability for death or personal injury as a result of its own negligence.

2. The Company does not provide any form of practical or travel support for this prize. On receipt, all responsibilities relating to warranty and the product are that of the prize winner.

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General

1. The Company reserves the right to cancel the prize draw or amend these terms and conditions at any time, without prior notice.

2. The prize draw and these terms and conditions will be governed by English law and any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.