Terms & Conditions

GYMLIUM SAAS PLATFORM TERMS AND CONDITIONS
VERSION 1.0 | EFFECTIVE DATE: 01/11/2026 | LAST UPDATED 01/11/2026

Welcome to Gymlium SaaS Platform! We are Gymlium Ltd, a company registered in the United Kingdom with company number 17337013 ('we', 'our' or 'us') being a software platform that enables personal trainers and fitness businesses to launch, operate and grow their own branded fitness businesses. Depending on the selected Subscription Tier, the Platform may include a branded website, branded client application, business management tools, AI-powered features and other services described on our Website (Platform (Platform).

These terms and conditions (including any Schedules) (Terms) govern your access to the Platform and us providing you any other goods and services as set out in these Terms (Subscription). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with Agreement. Please ensure you contact us if you want to cancel your Subscription.

1 READING AND ACCEPTING THESE TERMS

(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms. 

(b) By clicking the button on our Website or within the Platform to indicate your acceptance of these Terms, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.

(c) We may change these Terms at any time by notifying you in accordance with these Terms and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

(d) The Platform and these Terms may be translated into languages other than English. Where any inconsistency exists between an English-language version and a translated version, the English-language version shall prevail. 

2 ELIGIBILITY

(a) By accepting these Terms, you represent and warrant that:

(i) you have the legal capacity and authority to enter into a binding contract with us; and

(ii) you are authorised to use the payment you provided when purchasing a Subscription.

(b) The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

(i) over the age of 18 years; or

(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person's use of the Platform.

(c) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian's consent or if you have previously been suspended or prohibited from using the Platform.

(d) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so. 

3 DURATION OF YOUR SUBSCRIPTION

(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 15.

(b) Subject to clause 3(b), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for subsequent periods equal to the Subscription Period (Renewal Period).

(c) You may elect not to renew this agreement by providing notice of cancellation in accordance with clause 7.3. 

4 SOLUTION

4.1 SCOPE OF YOUR SUBSCRIPTION AND THE SOLUTION

(a) We will provide you, to the extent described in your Subscription Tier, the Platform and the Documentation and applicable services, which may include a branded website, branded client application, AI-powered tools and business management features (together the Solution).

(b) Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.2 WHITE-LABEL WEBSITES, APPLICATIONS AND DIGITAL ASSETS

(a) Where we provide white-label websites, branded applications or other branded digital assets:

(i) you retain ownership of its branding, trade-marks, content, advertising, images and videos and you warrant that it is accurate, not misleading, deceptive or likely to mislead any person;

(ii) we retain ownership of all software, source code, website builders, content management systems, client applications, AI systems, templates, infrastructure, APIs, databases, architecture, functionality and related intellectual property used to provide the Solution;

(iii) access to white-label services, templates and related assets is conditional upon an active Subscription;

(iv) we may disable, remove or decommission white-label services following termination of the Subscription; and 

(v) your rights to use any templates, themes or digital assets supplied through the Platform are subject to clause 8. 

4.3 ADVERTISEMENT AND SALE OF GOODS BY YOU 

(a) The Platform may enable you to offer products, services, or digital content to your Customers. We provide the Platform only and is not a party to any transaction between you and your Customers.

(b) You are solely responsible for their offerings, including pricing, taxes, delivery, refunds, customer support, and compliance with applicable laws. We shall have no liability arising from or relating to any such offerings or transactions.

4.4 FIND A TRAINER DIRECTORY 

(a) You may opt in to be listed in the Platform’s "Find a Trainer" directory. 

(b) Listings may be ranked by algorithms, except where you have purchased a premium listing as specified in the Subscription. We may display Customer reviews and we reserve the right to remove or amend any listing at its discretion.

(c) You are responsible for the accuracy of their profile information and may be required to provide evidence of your qualifications. We act solely as a technology platform provider and does not endorse, verify, or accept responsibility for you.

4.5 ACCOUNTS

(a) (Accounts) To use the Solution, you will be required to sign-up, register and receive an account through the Platform or the Website (an Account).

(b) (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

4.6 DISCLAIMER

You acknowledge and agree that:

(a) any information provided to you as part of or in connection with the Solution is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;

(b) the Platform utilises artificial intelligence technologies (AI) in the provision of the Solution;

(c) AI is employed to enhance efficiency and quality but is not infallible and we are not liable for any errors, omissions, or inaccuracies attributable to AI used in the Platform;

(d) you must independently verify critical outputs where reliance on AI could impact your decision-making and shall not rely solely on the outputs generated by AI; and

(e) We may use anonymised usage data and prompts submitted to the Platform, in an aggregated form to develop, improve and enhance the Platform and the related AI services. We shall not use Customer Confidential Information for such purposes except where appropriate technical and organisational safeguards have been implemented to protect the confidentiality of such information

(f) it is your responsibility to comply with applicable Laws relevant to your business, including employment laws and data protection laws.

(g) The Platform is a software and technology platform only. We do not provide personal training services, coaching services, exercise instruction, nutrition advice, healthcare services, medical advice, professional supervision or any other professional services.

(h) We do not employ, engage, supervise, direct, or monitor your services. 

(i) You are an independent business and are solely responsible for all services provided, including exercise programming, coaching, nutritional guidance, client communications, safeguarding obligations and professional decision-making.

(j) We are not a party to any arrangement, contract, relationship or dispute between you and your clients.

(k) By uploading a curriculum vitae (CV), you authorise us to analyse and process the information contained within the CV for the purpose of generating website content, biographies, profiles, promotional materials and marketing copy. You acknowledge and agree that they remain solely responsible for reviewing, verifying and approving all such content prior to its publication or use, and for ensuring that the content is accurate, lawful and appropriate.

4.7 ACCESS

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation. If your Subscription Tier on the Website does not specify a number of Users for the Solution, your licence to use the Solution under this clause will be limited to one User.

4.8 EULA

(a) Our provision of the Platform and the Solution to you is subject to Users agreeing to and complying with the EULA. 

(b) If a User does not agree to the EULA (or breach any terms of the EULA), we reserve the right to terminate their access to the Platform.

4.9 ENHANCEMENTS

(a) We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

(b) We may change any features of the Solution at any time on notice to you.

4.10 SUPPORT SERVICES

(a) We will provide support services reasonably necessary to resolve technical issues with the Platform

(b) You acknowledge and agree:

(i) that while we will take reasonable steps to provide support where necessary during the Subscription Period, you must first endeavour to resolve any issues with the Platform internally;

(ii) we will not assist with issues that are beyond our reasonable control; and

(iii) you are responsible for all internal administration and managing access, including storing back-up passwords and assisting Users to access the Platform.

5 DATA HOSTING

We may store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

(a) (hosting location) You acknowledge and agree that we may host the Platform via cloud-based services which use storage servers located in and potentially outside the United Kingdom.

(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.

(c) (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(d) (backups and disaster recovery) In the event that User Data is lost due to a system failure (for example, a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

6 CLIENT OBLIGATIONS

6.1 OBLIGATIONS

You agree to:

(a) where applicable, provide us with all documentation, information and assistance reasonably required by us to provide you with the Solution, the Hosting Services; and

(b) where applicable, provide us with access to any third party or other accounts used by you (including log-in details and passwords) where reasonably required by us to provide you with the Solution, the Hosting Services, or the Support Services.

6.2 USER DATA

(a) By providing or posting User Data, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

(i) you are authorised to provide the User Data;

(ii) the User Data is accurate and true at the time it is provided;

(iii) the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(iv) the User Data does not infringe any Intellectual Property Rights, including copyright, trade marks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(v) the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and

(vi) the User Data does not breach or infringe any applicable Laws.

(b) Where User Data contains special category personal data (including information relating to a person's health, physical condition, fitness, injuries, nutrition, body measurements or related information), you warrant that:

(i) you have identified and documented an appropriate lawful basis and, where required under Data Protection Legislation, a condition for processing such special category personal data;

(ii) you have provided all notices and obtained all consents or permissions required by Data Protection Legislation; and

(iii) your collection, use and disclosure of such data through the Platform complies with all applicable Data Protection Legislation.

6.3 YOUR OBLIGATIONS

(a) You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s breach of these Terms, and you indemnify us in respect of any such damage, loss or expense. 

(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

(i) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;

(ii) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;

(iii) upload any material that is owned or copyrighted by a third party; 

(iv) make copies of the Documentation or the Platform;

(v) adapt, modify or tamper in any way with the Platform;

(vi) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;

(vii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;

(viii) use the Platform in a way which infringes the Intellectual Property Rights of any third party;

(ix) create derivative works from or translate the Platform or Documentation;

(x) publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;

(xi) integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing; 

(xii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;

(xiii) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;

(xiv) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;

(xv) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;

(xvi) use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

(xvii) except as otherwise agreed, upload commercial secrets to the Platform;

(xviii) make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; or

(xix) attempt to circumvent any technological protection mechanism or other security feature of the Platform.

(c) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

(d) You agree, and you must ensure that all Users agree:

(i) to comply with each of your obligations in these Terms;

(ii) to sign up for an Account in order to use the Solution;

(iii) that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(iv) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.

7 FEES AND PAYMENT

7.1 SUBSCRIPTION FEES

(a) You must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

(b) All Subscription Fees must be paid in advance and are non-refundable for change of mind.

(c) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

7.2 TRIAL PERIOD

We may from time to time offer a free trial period of the Solution (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

7.3 AUTOMATIC RECURRING BILLING

Subject to clauses 7.4 and 7.5:

(a) your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 7. 

(b) while your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

(c) by signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. 

(d) where a payment fails using your nominated payment method, we (via our third-party Stripe) shall retry in accordance with the standard Stripe processes.

(e) Unless cancelled before the applicable renewal date, your Subscription will automatically renew for a further Subscription Period and the applicable Subscription Fees will be charged using your selected payment method. To avoid renewal charges, you must cancel before the renewal date. If you cancel after a renewal payment has been processed, the cancellation will take effect at the end of the renewed Subscription Period and any fees already paid for that renewed Subscription Period are non-refundable except where required by applicable law.

7.4 GRACE PERIOD

If you wish to cancel your initial Subscription prior to the commencement of your Subscription, you have up to 14 days from the date of that commenced Subscription to cancel (Grace Period), by contacting us. If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any fees charged to you during the Grace Period.

7.5 CHANGES TO SUBSCRIPTION FEES

(a) We may, from time to time, change our Subscription Fees and provide you with 30 Business Days’ notice. During this time, you have the opportunity to cancel your Subscription with us. 

(b) If you do not notify us that you wish to cancel your Subscription within 30 Business Days’, you will be deemed to have agreed to pay the new Subscription Fees on the relevant date(s) for payment.

(c) The Subscription Fees will be effective from the date specified in the notice or, if no date is specified, on your next billing date.

7.6 LATE PAYMENTS

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 7. If any Fees remain unpaid for more than sixty (60) days after they become due, we may terminate this Agreement and your access to the Solution immediately upon written notice.

7.7 VAT

Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a valid VAT invoice.

7.8 ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge agree that:

(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at https://stripe.com/gb/privacy;

(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and

(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment. 

(c) You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 15 will apply.

8 INTELLECTUAL PROPERTY AND DATA

8.1 OWNERSHIP OF THE PLATFORM

(a) We retain all right, title and interest in and to the Platform and Solution, including all Intellectual Property Rights relating to:

(i) the source code;

(ii) website builder;

(iii) client mobile applications;

(iv) artificial intelligence tools, prompts and workflows;

(v) platform infrastructure;

(vi) APIs;

(vii) databases;

(viii) documentation;

(ix) platform templates and framework; and

(x) all modifications, improvements, updates and enhancements thereto.

(b) Nothing in these Terms transfers any ownership rights in the Platform or Solution to you.

8.2 LICENCE TO USE THE PLATFORM

(a) Subject to payment of applicable Fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Period.

(b) This licence automatically terminates upon suspension, cancellation or termination of your Subscription per the Terms.

8.3 WEBSITE TEMPLATES AND MARKETPLACE ASSETS

(a) The Platform may include a marketplace through which Users may access website templates, themes and other digital assets.

8.4 FREE TEMPLATES

(a) Free templates are provided by us or third-party marketplace developers without additional charge.

(b) We grant you a non-exclusive, non-transferable, revocable licence to use free templates solely within the Platform during an active Subscription.

(c) Ownership of all free templates remains with the original owner.

8.5 PURCHASED TEMPLATES

(a) Purchased templates made available through the Platform may be acquired for a one-time fee.

(b) Purchase grants only a non-exclusive, non-transferable licence to use the purchased template in connection with an active Subscription.

(c) Purchase does not transfer ownership of the purchased template or any associated Intellectual Property Rights.

8.6 EXCLUSIVE LICENCE TEMPLATES

(a) Certain templates may be designated as exclusive licence templates.

(b) Where purchased:

(i) you will receive the exclusive rights described at the time of purchase;

(ii) the template will no longer be offered to other customers unless otherwise agreed;

(iii) template files will be provided to you upon termination of your Subscription.

(c) For the avoidance of doubt, exclusive licence templates include only the website template and associated design assets and do not grant any rights in the Platform, website builder, CMS, client application, source code, AI systems or any other of our intellectual property.

8.7 MARKETPLACE DEVELOPERS

(a) Certain templates may be supplied by independent third party marketplace developers.

(b) Unless expressly stated otherwise:

(i) ownership remains with the third party marketplace developer;

(ii) we act solely as marketplace operator; and

(iii) users receive only the licence rights expressly granted under these Terms.

8.8 TEMPLATE RESTRICTIONS

(a) Except where expressly permitted, Users must not:

(i) copy, reproduce or redistribute templates;

(ii) resell or sublicense templates;

(iii) make templates available outside the Platform;

(iv) remove ownership notices; or

(v) use templates outside the Platform.

8.9 TEMPLATE COMPATIBILITY

(a) We may modify or update the Platform from time to time.

(b) You acknowledge that templates may require updates to maintain compatibility and we do not guarantee indefinite compatibility.

8.10 TEMPLATE REFUNDS

(a) Unless required by applicable law, template purchases are non-refundable once assigned to a User account or made available for use.

8.11 DOMAIN NAMES

(a) Any Gymlium-provided subdomain (for example, trainer.gymlium.net) remains our property.

(b) You receive a licence to use the subdomain during an active Subscription only.

(c) The licence ends immediately upon termination or cancellation.

8.12 CUSTOMER DOMAINS

(a) Where you connect your own domain name, ownership remains with you at all times and we merely facilitate connection to the Platform.

8.13 CUSTOMER CONTENT

(a) You retain ownership of all Customer Content uploaded to the Platform, including:

(i) logos;

(ii) branding;

(iii) website copy;

(iv) images and videos;

(v) workout plans;

(vi) nutrition plans;

(vii) blog articles;

(viii) PDF materials; and

(ix) other original content.

(b) You grant us a non-exclusive, worldwide, royalty-free licence to host, process, display and otherwise use Customer Content solely as necessary to provide the Solution and perform our obligations under these Terms.

8.14 AI GENERATED CONTENT

(a) Where content is generated using Platform AI features, including website copy, biographies, training plans, nutrition plans or other generated content:

(i) you may use such content within your business;

(ii) we retain ownership of the underlying software, AI systems, prompts, workflows and technology used to generate that content;

(iii) you are solely responsible for reviewing, verifying and approving all AI-generated content before publication or use; and

(iv) we make no warranty as to the accuracy, legality, suitability or fitness of AI-generated content.

9 THIRD PARTY SOFTWARE & TERMS

9.1 THIRD PARTY TERMS

(a) If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’).

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Solution to you and clause 15 will apply.

9.2 THIRD PARTY SOFTWARE INTEGRATIONS

(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay. 

(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

(c) If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Software Changes), then:

(i) you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Platform;

(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;

(iii) we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;

(iv) we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;

(v) we may suspend your access to the Solution until you have changed or removed User Software Change; and/or

(vi) we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

10 CONFIDENTIALITY

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent. 

(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation. 

11 PRIVACY AND DATA PROTECTION

11.1 DATA PROTECTION

(a) Words and phrases in this section have the meaning given to them by applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any other applicable national legislation that applies to data protection and privacy, as amended, extended, re-enacted or consolidated from time to time (Data Protection Legislation). The terms "controller", "processor", "process", "personal data" and "personal data breach" have the meanings given to those terms in Data Protection Legislation.

(b) During and after the provision of the Solution, you agree that we may process personal data for our own purposes and as a controller under Data Protection Legislation, including to:

(i) provide the Solution;

(ii) allow us and our subcontractors and third party suppliers to use contact details for you and your representatives to send marketing materials or other publications;

(iii) process personal data concerning our other clients and contacts in other ways for our own business purposes;

(iv) process and transfer personal data as necessary to effect a re-organisation of our business; and

(v) share personal data with other legal or professional advisers used by us to provide services.

(c) Your instructions are taken to include our use, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and similar functions.

(d) The parties acknowledge that the Platform is intended to facilitate the management of fitness, coaching and personal training services and that User Data may include personal data concerning an individual's health, physical condition, exercise activities, injuries, body measurements, nutrition, wellness information and progress photographs, some of which may constitute special category personal data under Data Protection Legislation.

(e) By accepting these Terms, you give positive consent for us to obtain, store and process information about you as described in this clause.

(f) Each party shall comply with Data Protection Legislation.

11.2 THIRD PARTY DATA

(a) During and after the provision of the Solution, there may be limited occasions where we may process on your behalf as a processor any personal data you have provided to us. We will advise you in writing where we believe we may act as a processor, and any such processing shall be in accordance with, and subject to, this clause and Schedule 3 and Schedule 4.

(b) You agree that, where necessary, you will have satisfied a relevant lawful basis under Data Protection Legislation in connection with the processing before providing us with personal data.

(c) You warrant, in relation to the personal information and all other data that you provide to us in connection with these Terms (Third Party Data), that:

(i) you have all necessary rights in relation to Third Party Data, such that the Solution can be provided in respect of that data;

(ii) you are not breaching any Law by providing us with Third Party Data;

(iii) we will not breach any Law by providing the Solution in relation to any Third Party Data;

(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and, if there are any such restrictions, you have notified us of this and we have agreed to provide the Solution in respect of that data; and

(v) we will not breach any Third Party Terms by providing the Solution in relation to any Third Party Data.

(d) You agree at all times to indemnify and hold harmless us and our officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to by your breach of a warranty in this clause.

(e) You and we acknowledge that, in respect of any Third Party Data and for the purposes of Data Protection Legislation, you are the controller and we are the processor.

(f) We shall, in relation to any personal data processed in connection with this clause:

(i) process that personal data only on your written instructions, as updated from time to time;

(ii) keep the personal data confidential;

(iii) comply with your reasonable instructions with respect to processing personal data;

(iv) not transfer any personal data outside of the UK unless, in accordance with Data Protection Legislation, we ensure that the transfer is lawful;

(v) assist you, at your cost, in responding to any data subject access request and ensuring compliance with your obligations under Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

(vi) notify you without undue delay on becoming aware of a personal data breach or communication which relates to our or your compliance with Data Protection Legislation;

(vii) at your written request, delete or return personal data (and any copies of it) to you on termination of these Terms, unless required by Data Protection Legislation to store the personal data; and

(viii) maintain complete and accurate records and information to demonstrate compliance with this clause and allow for audits by you or your designated auditor.

(g) We shall ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

(i) pseudonymising and encrypting personal data;

(ii) ensuring confidentiality, integrity, availability and resilience of our systems and services;

(iii) ensuring that availability of and access to personal data can be restored in a timely manner after an incident; and

(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us.

11.3 WARRANTIES AND LIMITATIONS

(a) (Service Limitations) The Solution is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

(i) the Solution will be free from errors or defects;

(ii) the Solution will be accessible at all times;

(iii) messages sent through the Solution will be delivered promptly, or delivered at all;

(iv) information received or supplied through the Solution will be secure or confidential; or

(v) any information provided through the Solution will be accurate or true.

(b) (Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

(i) result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us;

(ii) result from any misuse of the Platform; or

(iii) result from the use of the Platform by you other than in accordance with these Terms or the Documentation.

(c) (Warranties) We warrant that:

(i) during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;

(ii) during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and

(iii) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(e) (Non-excludable liability) Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited.

12 LIABILITY

12.1 LIABILITY

To the maximum extent permitted by law, and subject to clause 13.3, the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by you to us in the 3 months preceding the date of the event giving rise to the relevant liability.

12.2 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, and subject to clause 13.3, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us except:

(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(b) to the extent this liability cannot be limited or excluded under applicable law.

12.3 EXCLUSION

Clauses 13.1 and 13.2 do not apply to your liability in respect of loss or damage sustained by us arising from your breach of clauses 2 (Eligibility), 4 (Solution), 6 (Client Obligations), 7 (Fees),8 (Intellectual Property), 10 (Confidentiality) 

12.4 UNFAIR CONTRACT TERMS

To the extent that any applicable law imposes restrictions on the extent to which liability can be excluded or limited under these Terms, including sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 and any requirement of reasonableness, the exclusions and limitations set out in this clause shall be limited in accordance with those restrictions. Any exclusions or limitations of liability that are not affected by those restrictions shall remain in full force and effect.

13 UPGRADE AND DOWNGRADES

(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:

(i) take reasonable steps to promptly provide you with access to the new Subscription Tier; and

(ii) upon providing such access, charge the relevant Subscription Fees, from the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

(b) If you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will be effective at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.

(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

14 CANCELLATION

14.1 CANCELLATION AT ANY TIME

(a) Either party may cancel the Subscription for convenience at any time by providing written notice to the other party. Where notice of cancellation is received before the next Renewal Date, the Subscription will remain active until the end of the then-current Subscription Period or Renewal Period (as applicable), after which it will terminate and will not renew.

cancellation for breach

(b) Either party may cancel the Subscription immediately by written notice if there has been a Breach of these Terms.

(c) A "Breach" of these Terms means:

(i) a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;

(ii) the other party is given 14 Business Days to rectify the breach; and

(iii) the breach has not been rectified within 14 Business Days or another period agreed between the parties in writing.

14.2 EFFECT OF TERMINATION

(a) Upon termination of this agreement: 

(i) access to the Platform will cease;

(ii) access to any of our subdomain will cease;

(iii) licences for standard templates and marketplace assets will terminate;

(iv) any connected custom domain remains your property;

(v) we may retain Customer Content for up to thirty (30) days following termination to permit retrieval;

(vi) we are not required to provide automated export functionality; and

(vii) after the retention period expires, we may permanently delete Customer Content and User Data.

14.3 DATA BACKUP

(a) Upon termination or expiry of these Terms, we may delete data and material associated with you, including User Data, 30 days after the end of your Subscription.

(b) We will not be able to recover any such data or content more than 30 days after the end of your Subscription, so we recommend that you back up anything important to you.

(c) We will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out of the cancellation, termination or expiry of these Terms and any loss of data.

15 IF THE PARTIES HAVE A DISPUTE

(a) If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties. 

(b) The parties will conduct mediation through the Centre for Effective Dispute Resolution (CEDR) and in accordance with CEDR's model mediation procedure or other applicable process guide current at the time of the dispute.

(c) The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved. 

(d) Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.

(e) If mediation does not resolve the issue, either party may initiate legal proceedings to resolve the dispute.

(f) The process in this clause does not apply where a party requires an urgent injunction.

16 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event. 

(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.

(c) Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strikes or other industrial action outside of our control; 

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

17 NOTICES

(a) A notice or other communication to a party under these Terms must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the place whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring Business Day in that place; or

(ii) when replied to by the other party,

whichever is earlier.

18 GENERAL

18.1 GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

18.2 THIRD PARTY RIGHTS

These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

18.3 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.4 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.5 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.6 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.8 PREVAILING LANGUAGE

These terms, the services and any material provided by us may be translated into one or more languages for convenience. In the event of any conflict, inconsistency, ambiguity, or discrepancy between the English version and any translated version, the English version shall prevail and be controlling for all purposes.

18.9 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (currency) a reference to £ or "GBP" is to pound sterling, unless otherwise agreed in writing;

(c) (gender) words indicating a gender includes the corresponding words of any other gender;

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word "includes" and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

Schedule 1 End User Licence Agreement

KEY TERMS

1 APPLICABILITY AND DEEMED ACCEPTANCE

(a) This EULA applies to any End Users of the Solutions. You agree to, and will be deemed to have accepted, this EULA when you access the Solutions. 

(b) By accessing the Solutions, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.

(c) This EULA commences on the date the Solutions are provided to you and will end when written notice is provided to you.

2 USE OF LICENSED MATERIALS

2.1 GRANT OF LICENCE

(a) You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.

(b) You must only use the Licenced Materials:

(i) in accordance with the limitations of the Purpose; 

(ii) in a manner that is consistent and compliant with clause 2.2; and

(iii) in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2 RESTRICTIONS ON LICENCE

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:

(a) upload sensitive information except where such information is reasonably required for the use of the Solution for fitness, coaching, wellness or personal training purposes and is processed in accordance with applicable Data Protection Legislation;

(b) upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;

(c) upload any material that is owned or copyrighted by a third party;

(d) make copies of the Solution;

(e) adapt, modify or tamper in any way with the Solution;

(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution;

(g) create derivative works from, translate or reproduce the Solution;

(h) publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;

(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;

(j) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;

(k) attempt to circumvent any technological protection mechanism or other security feature of the Solution;

(l) permit any person to use or access the Solution;

(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;

(n) share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;

(o) use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor

(p) act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

2.3 LIMITATIONS OF SOLUTION

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

(a) the Solutions will be free from errors or defects;

(b) the Solutions will be accessible or available at all times; or

(c) any information provided through the Solutions is accurate or true.

3 DISCLAIMERS 

(a) The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solutions.

(b) The Provider provides the technology platform through which the Licensee may provide services and content to the End User. The Provider does not itself provide personal training, fitness, exercise, nutrition, medical or healthcare advice or services.

(c) Any training programmes, workouts, nutrition information, recommendations, communications or other content made available by the Licensee through the Solution are provided by that Licensee and not by the Provider. 

(d) The Provider does not supervise, endorse or assume responsibility for the professional services or advice provided by the Licensees.

(e) End Users are responsible for considering their own health and physical circumstances before undertaking exercise or making changes to their diet and should obtain appropriate professional or medical advice where necessary.

(f) To the extent permitted by law, the Provider is not responsible for injury, illness, loss or damage resulting from services, advice, programmes or content provided by a Licensee or from an End User's participation in exercise or other activities undertaken through or in connection with the Solution.

(g) You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(h) To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solutions to £100 in aggregate. This includes the transmission of any computer virus.

(i) You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this EULA (or both, as the case may be).

(j) You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify the Provider for any such damage, loss or expense. 

(k) All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and

(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

(l) To the maximum extent permitted under applicable law, under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solutions, this EULA or their subject matter, except to the extent this liability cannot be limited or excluded under applicable law.

4 TERMINATION

4.1 AUTOMATIC TERMINATION 

This agreement will be automatically terminated, and your licence to the Solutions will be immediately revoked, if the Head Agreement expires or is terminated. 

4.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or

(b) you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

4.3 EFFECT OF EXPIRY OR TERMINATION

(a) In the event of expiry or termination of this EULA, you must:

(i) immediately cease using the Solutions; and

(ii) remove the Solutions from all materials in your care, custody or control that feature the Solutions, and, if the Solutions cannot be removed, then at the Provider’s option, return or destroy all such material.

(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

4.4 YOUR DATA ON TERMINATION 

You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement. 

5 GENERAL

5.1 GOVERNING LAW AND JURISDICTION

This EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this EULA or its subject matter or formation.

5.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

5.3 FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

5.4 ASSIGNMENT

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.

5.5 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Schedule 2 Processing of Personal Data by the Provider

1 SCOPE

Personal data may be collected, stored and analysed on our systems or your systems only and not within our sole control at any time. 

2 NATURE

Electronically, automatically through the Solution. 

3 PURPOSE OF PROCESSING

To provide the Services as contracted between you and us and in accordance with this agreement. 

4 DURATION OF PROCESSING

The duration of this agreement only.

5 CATEGORIES OF PERSONAL DATA

Personal identification and contact data, including name, email address, telephone number, date of birth/age, gender (where provided), address and profile information.

Fitness, health and wellbeing data, including height, weight, body measurements, fitness goals, activity and exercise information, workout history, progress information, injuries, physical limitations, health conditions, dietary requirements, nutrition information, progress photographs and other health or fitness information.

Client management and service data, including appointments, bookings, check-ins, notes, communications/messages, programme information, workout plans, nutrition plans, goals, progress records and client/trainer interactions.

Account and technical data, including account identifiers, login/account information, device information, IP addresses, usage information and other technical information generated through use of the Platform.

Transaction and payment-related data, where applicable, including transaction records, payment status and subscription/purchase information. Note payment card details may be processed directly by third-party payment providers such as Stripe rather than stored by us.

User-generated content, including photographs, videos, documents, files and other information uploaded to or created within the Platform.

6 CATEGORIES OF DATA SUBJECT

Your employees and contractors, employees and contractors of your customers, your customers.

Schedule 3

DATA PROCESSING SCHEDULE

This Data Processing Schedule (“Schedule”) is incorporated into the Terms (“Agreement”) entered into between Gymlium Limited (Supplier) and you (Customer) and is effective as of the date of signature of the Agreement.

The Agreement requires Supplier to process Personal Data (1) as a Processor on behalf of the Customer in connection with the provision of the Services; and (2) as an Independent Controller for Personal Data that Supplier processes for its own business purposes. 

DEFINITIONS

For the purposes of this Schedule, the following terms: “Controller”, “Data Subject”, “Joint-Controller(s)”,“Personal Data”, “Personal Data Breach”, “processing”, “Processor” and “Sub-Processor” shall have the meanings given to them at Article 4 of the GDPR. The following terms shall have the meanings:

Any other capitalised terms in this Schedule shall have the meanings set out in the Agreement.

Schedule 4 Data Processing 

19 SCOPE OF THIS SCHEDULE

For the purposes of this Schedule and the Agreement, the parties acknowledge and agree that:

(a) This Schedule does not apply to any data which does not, by itself, contain any information that would allow for the identification of an individual and therefore shall not constitute Personal Data under the Applicable Privacy Laws.

(b) Independent Controllers. This Schedule does not apply to the Parties’ respective obligations as independent (and not joint) Controllers of Personal Data. Supplier and the Customer operate as separate (and not joint) Controllers in respect to the Personal Data either Party may independently process in connection with the Services or otherwise. Accordingly:

(i) Supplier shall be deemed a separate Controller for any Personal Data (i) it collects to provide the Services, including regarding the Customer and its staff or users (including staff or users of Authorised Affiliates); and (ii) it collects from its Users or Data Subjects through Supplier’s provision of the Solution. 

(ii) Customer shall be deemed a separate Controller for Personal Data related to any Data Subjects provided to it by Supplier as part of the Solution under the Agreement. 

(iii) The parties hereby undertake to respect applicable laws which apply to them as separate Controllers and to be liable separately for their own controllership obligations and responsibilities when acting as separate Controllers.

20 ROLES OF THE PARTIES

The parties agree that this Schedule shall only apply to processing activities whereby:

(a) Customer acts as Controller and Supplier acts as Processor in respect of Protected Data that is processed by Supplier as part of its Solution. For the avoidance of doubt, the Schedule shall only apply to data processing performed by Supplier as part of the Services subscribed to by Customer in the Agreement. 

(b) Nothing in this Schedule relieves either party of any of their respective responsibilities or liabilities under the Applicable Privacy Laws.

(c) Nothing in this Schedule shall be interpreted as creating a joint controllership arrangement between the parties unless expressly agreed in writing.

21 CUSTOMER’S COMPLIANCE WITH APPLICABLE PRIVACY LAWS. 

When acting as Controller, Customer shall at all times comply with all Applicable Privacy Laws. Customer shall ensure all instructions given by it to Supplier in respect of Protected Data (including the terms of this Schedule) shall at all times be in accordance with Applicable Privacy Laws. Customer shall be solely responsible for ensuring that it has obtained all applicable consents and has provided all advance notice and information of the processing contemplated hereunder to any Data Subjects, as required of it under Applicable Privacy Laws.

22 SUPPLIER’S COMPLIANCE WITH APPLICABLE PRIVACY LAWS. 

Supplier shall process Protected Data in compliance with the obligations placed on it under Applicable Privacy Laws and the terms of this Schedule.

23 INSTRUCTIONS. 

Supplier shall only process (and shall ensure that its personnel and Sub-Processors only process) the Protected Data in accordance with the Customer’s instructions set out at Part A of this Schedule and the terms of this Schedule, except to the extent: (a) that alternative processing instructions are agreed between the parties in writing; or (b) otherwise required by Applicable Privacy Laws (in which case, Supplier shall inform Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). If Supplier believes that any instruction received by it from the Customer is likely to infringe the Applicable Privacy Laws, it shall be entitled to cease to provide the relevant Solution under the Agreement, without liability, until the parties have agreed appropriate amended instructions which are not infringing. 

24 SECURITY

To protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, Supplier shall implement and maintain the technical and organisational measures in accordance with Supplier’s security commitment set out in Part B of this Schedule. 

25 SUB-PROCESSING 

(a) Supplier’s current list of Sub-Processors is set forth in Part C, which Supplier may update in its discretion from time to time. Customer may request an up-to-date list of Sub-Processors at any time acting reasonably. Customer may reasonably object to Supplier’s replacement of a Sub-Processor or use of a new Sub-Processor by notifying Supplier promptly in writing, and in any case, within ten (10) Business Days after provision by Supplier of its updated list. Customer shall provide reasonable grounds for its objection, which must relate to compliance with Applicable Privacy Laws. In the event Customer fails to object in the foregoing timeframe, such Sub-Processor(s) shall be deemed to be accepted by Customer and added to Part C.

(b) In the event Customer reasonably objects to the replacement or use of new Sub-Processor(s), as permitted in Section 7(a), Supplier will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid processing of Protected Data by the objected-to replacement or new Sub-Processor(s). If Supplier does not or is unable to make available such change within a reasonable time frame, Customer may terminate the applicable part of the Services which cannot be provided by Supplier without the use of the objected-to replacement or new Sub-Processor(s), upon providing thirty (30) Business Days written notice to Supplier. Termination of affected Service by Customer shall be deemed a termination for convenience by Customer and shall not impact Customer’s payment obligations under the Agreements.

(c) Prior to the relevant Sub-Processor(s) carrying out any processing activities in respect of the Protected Data, Supplier shall ensure that each such Sub-Processor(s) is bound by a written contract containing materially the same obligations as under this Schedule that is enforceable by Supplier. Supplier shall: (i) remain fully liable to the Customer under this Schedule for all the acts and omissions of each Sub-Processor as if they were its own (but not to a greater extent than that); and (ii) ensure that all persons authorised by Supplier (including Supplier’s personnel) or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

26 DATA SUBJECTS RIGHTS 

(a) Supplier shall (at the Customer’s cost) assist Customer in ensuring compliance with Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under the Applicable Privacy Laws) taking into account the nature of the processing and the information available to Supplier. Taking into account the nature of the processing, Supplier shall (at the Customer’s cost) assist Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under Applicable Privacy Laws) in respect of any Protected Data, as this relates to Protected Data.

(b) Supplier shall promptly notify the Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer’s Personal Data; and ensure that it does not respond to that request except on the documented instructions of the Customer or as required by applicable laws to which Supplier is subject, in which case Supplier shall to the extent permitted by applicable laws inform Customer of that legal requirement before responding to the request.

27 INTERNATIONAL TRANSFERS

Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data under Applicable Privacy Laws in or to countries outside of the European Economic Area (EEA) including the UK from 1st of July 2021) (unless Customer or Data Subject is based outside of the EEA without the prior written authorisation of the Customer, unless Supplier has implemented one of the safeguards set out in Chapter V (Articles 44-50) of the GDPR (including use of the Standard Contractual Clauses listed in the Annex) prior to such processing/transfer taking place. If the transfer is required by law, Supplier will inform the Customer of the legal requirement before such transfer. Due to the applicable processing activities between them, and where required under Applicable Privacy Laws, the parties will enter into and duly execute the relevant Standard Contractual Clauses (namely, the Processor-Controller or Controller-Controller Standard Contractual Clauses: refers to modules 1 and 4 in the Annex).

28 AUDITS AND PROCESSING

Supplier shall, in accordance with Applicable Privacy Laws, make available to Customer such information that is in its possession or control as is necessary to demonstrate Supplier’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Applicable Privacy Laws equivalent to that Article 28) for any Protected Data, and allow for and contribute to audits, including inspections, by Customer (or another auditor mandated by Customer) for this purpose (subject to a maximum of one audit request in any 12-month period, and provided that such audit is conducted on reasonable notice, during normal business hours in the United Kingdom, and results in minimal disruption to Supplier’s business, except where the audit relates to or follows a Personal Data Breach ). 

29 PERSONAL DATA BREACH

Supplier shall notify Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data and provide all information that Supplier considers Customer would reasonably require in order to handle such Personal Data Breach. Supplier shall cooperate with Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach. 

30 DELETION/RETURN

(a) Upon termination of provision of the Services under the Agreement relating to the processing of Protected Data, at Customer’s cost and Customer’s option, Supplier shall either return the Protected Data that has been provided by the Customer only to Customer or securely dispose of such Protected Data that was provided by the Customer (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Supplier to store such Protected Data. Supplier shall not be required to retain any Protected Data for longer than thirty (30) Business Days following termination of expiry of the Agreement. In the absence of Customer requesting return of its Protected Data within this timeframe, Supplier shall be entitled to delete such Protected Data as it sees fit.

(b) Notwithstanding the foregoing Section 12(a), Supplier shall not be obligated to delete any data which has since become integrated to the Services or Supplier’s own database during or after the term of the Agreement, such data either not being Personal Data to the extent that it has been anonymised and aggregated so no Data Subject is personally identifiable and such data cannot be attributed to the Customer or any Data Subject), or Supplier becoming Controller of such data (it being Personal Data and not Protected Data), and thus being responsible for its own compliance with Applicable Privacy Laws in respect of such datasets, in accordance with Section 1(3) above and Supplier’s own Controller obligations. 

31 JOINT-CONTROLLERSHIP.

Not used 

32 LIABILITY

Each party shall only be liable for their own breach of the Applicable Privacy Laws or of this Schedule and shall not be jointly and/or severally liable for the other party’s breach. Accordingly, each Party agrees to hold harmless and to indemnify the other for any losses incurred due to the breach of the Applicable Privacy Laws arising out of or in connection with a party’s processing activity of Personal Data as contemplated in Section 13. In all cases, Supplier’s liability to the Customer for any breach of this Schedule or the Applicable Privacy Laws shall be subject to the cap on liability contained in the Agreement.

33 GENERAL TERMS. 

(a) Confidentiality. The confidentiality provisions in the Agreement shall apply to all information and data contemplated under this Schedule.

(b) Notices. All notices and communications given under this Schedule must be in writing and will be delivered personally, sent by post or by email to the address or email as set out in the Agreement. 

(c) Governing Law and Jurisdiction. This Schedule is governed by the laws of England and Wales. Any dispute arising in connection with this Schedule, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales. 

Part A Processing Activities 

Processing of the Protected Data by Supplier under this Schedule and the Agreement, shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.

Part B Minimum technical and organisational security measures 

In accordance with Applicable Privacy Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Supplier shall implement appropriate technical and organisational security measures appropriate to the risk, including, as appropriate, those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR, to Protected Data.

Part C Supplier’s appointed Sub-Processors