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License Agreement

This Agreement sets out the terms on which Fitness Agents Limited (company number 05777079) (“Fitness Agents” or “us” and its derivatives) agrees to grant the person to whom an offer letter has been addressed (“You” and its derivatives) a licence to perform services as a Personal Trainer to be based at the Club (as defined in the offer letter).  


This Agreement between You and Fitness Agents Limited supersedes any other prior agreement between You and the Operator (as defined in the offer letter) and/or the Club (whether written or oral).  


You agree to settle any outstanding fees and perform any services that You owe to the Operator before the commencement of this Agreement.


The Operator will provide access to the Club and its facilities, to enable You to render Your services as a freelance Personal Trainer, subject to the terms of this Agreement (the “Services”).


For the purposes of this Agreement, a Personal Trainer is one who carries out any personal coaching, training or tuition in any specific exercise activity with an individual client or clients in groups of 5 or less, in the gym, studio or pool area.  This definition does not include physiotherapy, swimming lessons, squash coaching, tennis coaching and martial arts instruction for the purpose of teaching sports-related skills, but exercise training for the purpose of increasing fitness for the sport is permitted.


You are also required to adhere to the terms of the Fitness Agents Trainer Code of Conduct (the “Code of Conduct”).


This Agreement does not constitute a contract of employment nor are You deemed to be a worker undertaking a contract for services in each case in relation to either the Operator, the Club or Fitness Agents.  This Agreement serves only as a means to permit You access to the Club’s facilities, to enable You to perform the Services. By being provided with this access You are enabled to perform and promote the Services for and to the Club’s members and non-members. (Non-members may be introduced by You on payment to the Club of the appropriate Day Personal Training Admission Fee).


Under this Agreement, You shall be permitted to render the Services at the Club with effect from the Start Date (as defined in the offer letter).  You may render the Services during the advertised opening hours of the Club from time to time in force.  You will be able to perform the Services outside of these hours at our discretion.  These hours may be varied by us or the Club by giving 30 days’ notice in writing to You.  If You wish to change these hours You must put Your request to us in writing and this will be subject to availability and our discretion.

Your Undertakings


1. Fees

a.      You shall ensure that all fees for the Services are paid to You by Your clients, at the Agreed Fee (as defined in the offer letter), but this may be varied by us at any time on 30 days’ notice to You. You may not charge any fee other than the Agreed Fee unless otherwise confirmed in writing by us. Such a breach will be deemed to be a material breach of this Agreement.


b.      Due to the specialist knowledge required to perform the Services You agree to either perform the Services Yourself or to arrange for a suitably qualified substitute to do so, provided such person has expressly accepted the terms of this Agreement and we have consented to that person performing the Services.


c.      In consideration of Fitness Agents entering into this Agreement, You shall pay to us the Licence Fee (as defined in the offer letter). The Licence Fee shall accrue at the applicable rates on a daily basis from the Start Date until the Agreement is terminated.


d.      You may be entitled to pay an Operational Discount (as defined in the offer letter) instead of the Licence Fee for a period of time defined in the offer letter. The Operational Discount shall accrue at the applicable rates on a daily basis from the Start Date until the Operational Discount period expires. For the avoidance of doubt, You shall only be entitled to pay the Operational Discount instead of the Licence Fee if we set that out in writing in the offer letter and until that period expires.


e.      In the case of any payment not being made within 7 days of the due date Fitness Agents shall have the right to terminate this Agreement and recover from You all sums due to us from You. You shall not have the right to set off any amount owed by You to us against any amount which we owe You in relation to any other services or products associated with us.


f.      If You default on a direct debit payment, You shall be liable to pay to us an administration charge of £50.00, such charge being agreed by You and us to be reasonable.


g.      You must pay the Licence Fee or the Operational Discount (as the case may be) by direct debit on the first day of the month in respect of the calendar month to which it applies, irrespective of Your attendance at the Club.


h.      You agree that every cost, expense, charge, fee outgoing or contribution referred to in this agreement as a fixed amount will be subject to increases in accordance with the CPI increase on 1 July in each year.


i.      You must at all times maintain true and accurate accounts and records of fees charged and make available to us such accounts and records (including business diary) for inspection at all reasonable times.


j.      You must submit all daily, weekly and monthly monitoring forms as specified by us which may be reviewed by us from time to time.


k.     Neither Fitness Agents, nor the Operator and/or the Club shall be liable to You for salary, National Insurance Contributions or PAYE deductions or payment for any sick pay, holiday pay or pension contributions or any other payments.


l.      You shall indemnify us for and in respect of:

(i) any income tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

(ii) any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by You against us arising out of or in connection with the provision of the Services.


l. You shall provide the Services in accordance with all anti-discrimination law as may be in force from time to time.


m.      You agree that:


i. where You provide studio classes and similar services to the Club for which You are remunerated by the Operator; and


ii. at the time that payment of such services is due, the Licence Fee or Operational Discount (as the case may be) is in arrears


the Club and/or the Operator may:


iii. deduct from any payments due to You a sum up to the amount of the outstanding arrears of the Licence Fee or Operational Discount; and


iv. pay any such deducted sums to us.


n. You agree that the Operator and/or Club may enforce the benefit of clause 1m above in so far as it relates to any agreement between You and the Operator and/or Club for the provision by You of studio classes and similar services.


2. Transfers of Monies


a.     All monies payable to You by Your clients must be paid by Your clients at the Club’s reception and not in any other part of the Club. 

b.     You must issue all clients with a receipt for sessions paid for (whether a single session, block booking or package).  

c.      You are solely responsible for money left by You on the Club’s premises.


3.  Legal and Commercial Responsibilities


a.     You are responsible for finding Your own clientele and You shall use Your best endeavours to actively market Yourself within the Club, to include participation in our promotions.

b.     You shall meet the requirements of any regulatory body or registration that we use to promote or standardise our trainers.

c.      You must provide free initial sessions to Club members who wish to engage Your services upon request in line with our service standards which may be reviewed from time to time.

d.     You shall conduct Yourself and promote Your business and affairs in line with the interests of Fitness Agents.

e.     You must meet the minimum session targets set by us in relationship to Your licence option. 

f.      Any promotional material used by You other than that provided to You by ourselves, must first be approved by us and must display the appropriate logo.

g.     For the purposes only of this Agreement and subject to the conditions set out below, you shall have a non-exclusive and revocable licence to use the trade marks, logos, brand names and/or service marks from time to time in the ownership of the Operator (“the Marks”) and any subsidiary companies.

You shall use the Marks only as directed or agreed by the Operator and/or the Club as arranged by us. All branding and packaging shall be subject to and in accordance with the Operator and/or the Club’s written approval as arranged by us.

This Agreement shall not give You any right, title, or interest in or to the Marks and upon termination for any reason of this Agreement, You shall immediately cease all use of the Marks and deliver and/or surrender to us on behalf of the Operator all designs, artwork and/or any other material relating to the Marks. You acknowledge that You have no right to the ownership of the Marks and You shall not represent that You have any title thereto.

h.     You must attend all operations meetings, personal tutorials, assessments and training and development days as specified by us.

i.       You shall not during the period of this Agreement promote or sell any products to the Operator and/or the Club’s members other than those sanctioned by us.


4.  Health & Safety (including Insurance and Liability)


a.     ou shall have personal liability for any loss, liability or costs (including reasonable legal costs) incurred by us or the Operator or Your clients in connection with the provision of the Services and shall accordingly maintain in force during the term of this Agreement a full and comprehensive insurance policy (the “Insurance Policy”) in respect of the provision of the Services to a minimum value of two million pounds (£2,000,000). 

b.    You shall indemnify us for any liability arising from Your relationship with Your clients with whom You have contracted to provide the Services.

c.     You shall ensure that the Insurance Policy is taken out with reputable insurers acceptable to us and that the level of cover and other terms of insurance are acceptable to and agreed by us.

d.    You shall on request supply to us copies of the Insurance Policy and evidence that the relevant premiums have been paid

e.    If the Insurance Policy is deemed unsatisfactory or is believed to be expired then You may not provide the Services until sufficient evidence has been presented to show that adequate insurance is in place.

f.     You shall not commit or permit any act which would make the Insurance Policy void or voidable or increase the premium

g.    You must comply with health and safety responsibilities in accordance with the Health and Safety at Work Act 1974 and any amendments thereto or other legislation in respect of health and safety. 

h.    You must observe the attached Code of Conduct and must at all times comply with the Club’s rules and regulations, with all the Operator’s Personal Training standards and all reasonable requests made by us.

i.      You shall ensure that every client signs the Operator’s Terms and Conditions form before engaging Your services which must be kept on site for inspection by us.

j.      You hereby warrant and represent to us that You are suitably qualified to perform the Services required under this Agreement and You shall indemnify us against any loss we may suffer as a result of You performing the Services in a sub-standard way or if You breach the warranty in this sub-clause.


Our undertakings


5.     You shall have:

a.  Access to the Club during agreed operational hours.

b.  Reasonable notice of any change in the scheduled hours or anything else that may affect the provision of the Services. Neither Fitness Agents nor the Operator shall be liable to You for any loss suffered as a result of any interruption in the supply of services to the Club nor if for any reason the Operator closes the Club temporarily or imposes restrictions on access to the Club.  If You wish to be covered by insurance for any such event You must seek and pay for Your own independent policy.

c.   Assistance with the marketing and promotion of Your business by providing the agreed space to display Your profile and current promotional material which may be reviewed from time to time.

6.    Determination


a.   This Agreement may be terminated by either party giving to the other 30 days’ prior notice.


b.   Please note that e-mail and ordinary post are not acceptable methods of service by You of notice to terminate this Agreement.  If You wish to give notice to us to terminate this Agreement, You must: 


i.  give notice through Your Training Page of our website  Notice served in this way shall be deemed served upon receipt by You of an email from us accepting Your notice of termination; or

ii.  write to us at our registered office address by pre-paid first class recorded delivery post or some other next working day delivery service which provides proof of delivery.  Notice served in this way shall only be deemed served upon actual receipt by us of Your notice and You must supply proof of delivery if You wish to rely on this form of service.


c.  If we wish to give notice to You to terminate this Agreement, we may serve notice on You in writing to Your last known address on record.  You must notify us in the event of any changes in Your personal contact details.  


d.   For the avoidance of doubt, You shall be required to pay any Licence Fee due under the terms of this Agreement during the notice period whether or not You are at the     Club during this time.


e.   We may terminate this Agreement immediately at any time without notice if You are in breach of any of Your obligations or commit any act of dishonesty or misconduct.  If     we terminate the Agreement in this way, You shall be liable for the Licence Fee up to     the date of termination.  


f.    You shall not at any time, during or after the termination from any cause of this Agreement, save for the purpose of performing Your obligations under this Agreement, disclose to any third party any information concerning the organisation or affairs of        Fitness Agents or the Operator.


g.   If notice is given to terminate this Agreement You shall immediately:


i. provide us with a list of all clients who have pre-booked individual training sessions with You (including the time and dates of such sessions); and


ii. at our request, inform all clients who have pre-booked individual training sessions with You that notice has been given to terminate this Agreement and, upon termination of the Agreement You shall either refund the clients the fees paid for any unfulfilled session or transfer the fees and any such session to another Personal Trainer after first having obtained our agreement that You may do so; and


iii.  return to us a list of Your clients and not retain a copy (whether in electronic form or in hard copy).  If required by us, You will sign and deliver to us an acknowledgement that You have complied with this requirement.


h.   All branded documents, books, papers, computer records or software, uniforms, badges, business diary or other material or copies thereof which comes into Your possession shall remain the property of Fitness Agents and You shall immediately cease to use such materials upon termination of this Agreement and You shall return the same to us immediately on the termination of this Agreement or otherwise on request.


i.    For a period of 6 months after the termination of this Agreement, You will not be permitted to enter the Club.


j.    This Agreement is non-transferable to any other health club or health chain under our management.  In such circumstances You will be required to enter into a new agreement with us.


7. Limitation of Liability


a.  The following provisions set out the entire financial liability of Fitness Agents Limited to You in respect of any breach of this Agreement and any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this Agreement.

b.  We shall not in any circumstances be liable, whether in tort (including for     negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits, loss of business, depletion of goodwill or similar losses, loss of contract, loss of use or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

c.  Our total liability in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution   or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount payable by You to us in respect of the applicable Licence Fee during Your notice period.



8. Protection of Business Interests


a.   During the term of this Agreement You shall not provide the Services or Personal Training to any client of the Club other than pursuant to and in accordance with this Agreement.


b.   For a period of 6 months following the termination of this Agreement, You shall not offer the Services or Personal Training to any club member to whom You provided the Services or Personal Training in the 6 months prior to the termination of this Agreement and who was a member of the Club at the date of termination of this Agreement.


c.   During this Agreement and for a period of 6 months following the termination of this Agreement, You shall not contract directly or indirectly with the Operator to provide the Services or Personal Training.


e.  You acknowledge that these provisions necessary to protect the goodwill and legitimate business interests of Fitness Agents and are fair and reasonable in all the circumstances.


f.  You further acknowledge that these provisions shall constitute separate and severable undertakings given for the benefit of Fitness Agents.


g.  If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.


h.   If any invalid, unenforceable or illegal provision of this Agreement would be enforceable and legal if some part of it were deleted, the provision shall apply, with the minimum modification necessary to make it legal, valid and enforceable.


9.  Protection of Personal Data


a.   Both parties shall duly observe all their obligations under current Data Protection legislation and other national equivalent regulations as specified above which arise in connection with this Agreement.

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