TERMS AND CONDITIONS

1. Introduction
   
   1. These terms and conditions govern your membership of Elite Fitness Institute. This is an important document and you should read it carefully. If you do not agree to anything in this document, you must not take up membership of Elite Fitness Institute and should not continue to deal with us in any manner.
   2. If the Client is below the age of 18, the Client warrants that a parent or guardian has reviewed these terms and conditions with the Client, and has provided consent to the Client’s acceptance of these terms and condition.

 

1. By clicking “I agree” and/or taking up membership of Elite Fitness Institute, you agree to be bound by these terms and conditions under the laws of the state of New South Wales and the Commonwealth of Australia.
2. Elite Fitness Institute may propose to vary these terms and conditions in writing. If it does so:
   1. If you agree, the agreement will be amended;
   2. If you do not respond in writing within 5 Business Days, you will be taken to have agreed and these terms and conditions will be amended;

• If you do not agree and you write to Elite Fitness Institute confirming this within 5 Business Days, these terms and conditions will not be amended, however Elite Fitness Institute may elect to terminate your membership within 5 Business Days of receipt of your notice, by writing to you informing you that it wishes to do so.

1. You may propose a variation to these terms and conditions, however in such circumstances, the terms and conditions will not be varied unless our agreement is set out in writing and signed by our authorised officer.

2. Definitions and interpretation
   1. In this document, unless the context indicates otherwise, the following words have the following meanings.

 

1. Basic Online Programs means programs offered online to the Client on a week to week basis;
2. Business Day means a day on which the banks are ordinarily open for business in Sydney, excluding Saturday, Sunday, and public holidays;

• Client means the party engaging in the services of Elite Fitness Institute;

1. Confidential Information includes any information marked as confidential and any information received or developed by the Elite Fitness Institute during the term of this agreement, which is not publicly available and relates to processes, equipment and techniques used by the Client in the course of the Client’s business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans;
2. Elite Fitness Institute means Alex Almoukov of 11 Fernleigh Avenue, Rose Bay 2029, trading as Elite Fitness Institute;
3. Elite Training Sessions means sessions conducted for Clients rated at an elite level;

• Fees means the rates as set out in clause 4;
• Group Training Session means training with 2 clients or more with Elite Fitness Institute at once;

1. Intellectual Property includes trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former;
2. Individual Training Session means exclusive training with the Client and Elite Fitness Institute and may be held where agreed by the Client and Elite Fitness Institute;
3. Novice Training Sessions means training sessions conducted for Clients rated at a novice level;

• Online Nutrition Program means a one-off program for meal plans and nutrition;
• Parties means Elite Fitness Institute and the Client, and Party means either one of them;
• Premium Online Program means an online program offered on a monthly basis;

1. Program Subscription means the elected Services the Client has registered for;

• Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth);
• Registration means registration forms that must be completed by the Client in order for the Client to engage in the Services being provided by Elite Fitness Institute;
• Services means the services to be provided by the Elite Fitness Institute under this agreement. Such services include but are not limited to group training sessions, dietary and nutrition programs, and coaching services;
• Standard Online Program means online services offered as a monthly subscription; and

1. Termination means terminating the Agreement between Elite Fitness Institute and the Client.

1. In these terms and conditions, unless the context otherwise requires:
   1. words importing any gender include every gender;
   2. words importing the singular number include the plural number and vice versa;

• words importing persons include firms, companies and corporations and vice versa;

1. references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this agreement;
2. reference in any schedule to this agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
3. any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

• the headings to the clauses and schedules of this agreement are not to affect the interpretation;
• any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bye law made under that enactment;

1. the word “including” (and related forms including “includes”) means “including without limitation”; and
2. If something is required to be done on or by a particular day, and that day is not a Business Day, that thing will instead be required to be done on or by the next Business Day.

3. General Provisions in Relation to Services
   1. In consideration for an undertaking by the client to pay the Fees relevant to a particular Service, Elite Fitness Institute agrees to provide that Service to the Client, subject to the provisions of this agreement.
   2. Group Training Sessions will generally be provided at the following times:
      1. For 9-14 year olds, on Tuesdays, Thursdays and Sundays from 4-5pm; and
      2. For 14-18 year olds, on Tuesdays, Thursdays and Sundays from 5-6pm.
   3. Notwithstanding subclauses (a) and (b):
      1. The Client must complete registration and qualify with Elite Fitness Institute before the Elite Fitness Institute provides the Services to the Client;
      2. Elite Fitness Institute alone will determine whether a client is suitable for a particular level of training;

• Elite Fitness Institute has the absolute discretion to deny the provision of a Service to the Client for any reason that it sees fit, including but not limited a belief (whether correct or otherwise) that the Client’s receipt of the Service may pose a danger to the Client or others, and regardless of whether or not Elite Fitness Institute has a proper medical basis for that belief. In such circumstances, Elite Fitness Institute will incur no liability save as to an obligation to refund any amount paid for the delivery of that Service on that occasion;

1. Elite Fitness Institute will determine whether the Client is suitable for a particular where and when the Services will be provided;
2. Elite Fitness will determine the time and location of Group Training Sessions. Outdoor sessions will be held in parks in and around the Woollahra and Waverley Council areas of Sydney – including Christison Park (Vaucluse), Lyne Park (Rose Bay) Rushcutters Bay Park (Darling Point) Dudley Page Reserve (Dover Heights)- and at Bondi Beach. Future sessions may also be in other parks and areas. Indoor sessions will be at DK Studio in Bondi Junction;
3. The location of Individual Training Session times and locations are generally negotiated between the parties, although Elite Fitness Institute has the right to make a final determination in regard to where such Services will be provided;

• Elite Fitness Institute may delegate delivery of the Services to a contractor or contractors;
• Elite Fitness Institute may cancel or postpone the delivery of any Service or Services for any reason it sees fit, including but not limited to:
  1. unforeseen circumstances or hazardous conditions;
  2. The illness or incapacity of its staff or contractors;
  3. Industrial action by its staff or contractors;
  4. The unexpected resignation of its staff or contractors.

 

If this occurs Elite Fitness Institute will incur no liability other than an obligation to refund the amount already paid for the delivery of the relevant Service to the extent that that Service is not delivered.

4. Fees
   1. The Client undertakes to pay the Fees set out in the table below on time and in full.

 

Program	Date/s Fee Payable	Fee
Four week group novice training program	The day on which the Client purchases the service and any free trial period ends, and each weekly anniversary of that day.	$99 per week
Four week group elite training program	The day on which the Client purchases the service and any free trial period ends, and each weekly anniversary of that day.	$99 per week
8-week Basic online program	The day on which the Client purchases the service, and each weekly anniversary of that day.	$9.95 per week
Standard Online Program	The day on which the Client purchases the service, and each monthly anniversary of that day.	$200 per month
Premium Online Program	The day on which the Client purchases the service, and each monthly anniversary of that day.	$250 per month
Online Nutrition Program	On purchase of product	$50
Individual Training Sessions	On booking	$100.00 per session plus $30 per hour travel time if the session is to occur outside of the Waverly or Woollahra council areas

1. In addition to the Fees set out in the table above, Elite Fitness Institute may require the Client to pay for any disbursements such as venue or equipment hire, but only if the Client requests hire of a particular venue or equipment, or that Elite Fitness Institute incur a particular disbursement it would not otherwise have incurred. The Client will in no circumstances be entitled to charge Elite Fitness Institute for use of any equipment or venue.
2. The Client acknowledges that it will not be entitled to any refund in relation to any training session which it fails to attend.
3. All payments are to be made in Australian dollars into an account specified by Elite Fitness Institute, or by any other means to which Elite Fitness Institute Agrees. If in the payment is in relation to a tax invoice issued by the Elite Fitness Institute, the reference provided in that tax invoice must be quoted.
4. The first payment is made simultaneously during registration or after your free trial. From thereon, payments will be deducted from the Client’s nominated account each Monday until the end of the program subscription. Payments can be made in advance if elected by the Client.
5. Any obligation to make a payment under these terms and conditions survives the termination the arrangement between the Client and Elite Fitness Institute.

5. Failure to pay

If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, the Elite Fitness may do any or all of the following:

1. require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed, and/or
2. not perform any further Services (or any part of the Services).

6. Client’s obligations during sessions

During performance of the Services the Client undertakes agrees to:

1. co-operate with the Elite Fitness Institute as the Elite Fitness Institute reasonably requires;
2. provide the information and documentation that the Elite Fitness Institute reasonably requires;
3. make available to the Elite Fitness Institute such Facilities as the Elite Fitness Institute reasonably requires; and
4. ensure that the Client’s staff and agents cooperate with and assist the Elite Fitness Institute.

7. No partnership or employment relationship

Nothing in these terms and conditions gives rise to any relationship of employment or partnership between the Parties.

8. Use of subcontractors

Elite Fitness Institute may engage contractors to provide the Services to the Client.

9. Nature of Services

The Client acknowledges that:

 

1. The Services involve strenuous physical activity, and that engaging in such activity may cause physical injury, illness or death. To the fullest extent permitted by law, the Client releases Elite Fitness Institute from all liability in relation to any such damage, injury or illness.
2. Elite Fitness Institute does not hold itself out as providing medical advice or services, and nothing it, its staff, or its contractors do should be interpreted as providing medical advice or services.

10. Confidentiality
    1. Elite Fitness Institute must keep the Client’s, and any Related Body Corporate of the Client’s, Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.
    2. Notwithstanding the above, Elite Fitness Institute may disclose the Client’s Confidential Information:
       1. If it deems it necessary to do so for medical reasons such as following any injury during a training session;
       2. To abide by any legal obligation or requirement;

• To its professional advisors such as its lawyers and accountants; and

11. No reliance

The client acknowledges that in agreeing to these terms and conditions and in becoming a member of Elite Fitness Institute, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in these terms and conditions.

12. Intellectual Property

The Client acknowledges that it will not bring a claim claiming ownership of any Intellectual Property used by Elite Fitness Institute. If the Client genuinely believes that its Intellectual Property has in some way been infringed, it may write to Elite Fitness Institute and bring this to Elite Fitness Institute’s attention. Elite Fitness Institute will assess whether to cease using that Intellectual Property, however its determination will be final, and no liability will be incurred.

13. Limitation of Liability

For the avoidance of all doubt, the Client acknowledges Elite Fitness Institute will not incur liability greater than the total amount of payments made by the Client to Elite Fitness Institute.

14. Assignment

In the case of a sale of business, Elite Fitness Institute may assign this agreement to another party at its absolute discretion.

15. Entire agreement
    1. These terms and conditions constitute the whole agreement between the Parties in respect of the subject matter of the agreement.
    2. The Parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.