Terms
Welcome to the Drop Gym & Co Limited (“Drop Gym”) terms.
DROPGYM GENERAL TERMS AND CONDITIONS
THE MEMBER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSES 4 (GENERAL NOTICES AND LIMITATIONS) AND 14 (LIMITATION OF LIABILITY).
These Conditions set out the terms and conditions upon which DropGym will provide the Services.
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Affiliate
in relation to:
(i) an individual Member, means any spouse (or former spouse), partner, child, family member, friend, acquaintance or related entity (being a company, LLP, partnership or other corporate entity or trust in which the Member holds any interest or is employed or has previously been employed or engaged in any manner) of such Member or any party otherwise connected in any way with such Member; or
(ii) a corporate Member, means any employee, director, partner, consultant, agent, trustee, beneficiary, subsidiary, holding company or related entity of such entity or trust or any party otherwise connected in any way with the Member.
Annual Membership
any membership which is paid for on an annual basis.
Additional Charges
includes additional charges for, but not limited to, additional services such as group classes, group training, new DropGym programmes available to Members.
Business Day
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges
the charges payable by the Member for the supply of the Services in accordance with clause 7.
Commencement Date
has the meaning given in clause 2.2.
Customer
a person or entity (who is not a Health & Fitness Professional) who uses the Services or Facilities of DropGym or otherwise engages DropGym to carry out Services.
Digital Booking & Payment System
DropGym’s digital booking and payment system which is available and can be accessed through DropGym’s website and mobile application, through which all payments are processed by third party payment providers.
DropGym
Drop Gym & Co Limited a company registered in England and Wales with company number 12747420 whose registered office is at First Floor, 5 Fleet Place, London, United Kingdom, EC4M 7RD
DropGym Code of Conduct
the DropGym code of conduct as set out in Schedule 2 to these Conditions.
DropGym Equipment
all and any apparatus, machinery, equipment, documentation or other materials of any kind owned, leased or licensed by DropGym or as otherwise available for use by Members or Guests at DropGym Premises.
DropGym Facilities
all facilities available at a DropGym Premises including any DropGym Equipment and any changing, washing, showering or storage facilities (i.e. personal lockers).
DropGym Health & Safety Policy
the DropGym health & safety policy as set out in Schedule 1 to these Conditions.
GDPR Policies
the privacy policy, privacy notice and cookie policy of DropGym from time to time as available on request or through the DropGym website and/or mobile application.
Guest
any individual present at DropGym Premises in any capacity who is not a Member or a member of DropGym staff.
Health & Fitness Professional
any person or entity offering, operating or providing Professional Health & Fitness Services of any kind.
Health Declaration
the health declaration and statement of declaration appended to the Membership Form.
Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Member
any Customer, person or entity or Health & Fitness Professional who uses the Services or Facilities of DropGym or otherwise engages DropGym to carry out Services.
Member Default
has the meaning set out in clause 5.3.
Membership Form
the Member’s form of engagement with DropGym for the supply of the Services which sets out and details the particulars of the Member’s engagement and which includes the Health Declaration, such Membership Form to be sent digitally to each Member by DropGym.
Monthly Membership
any membership which is paid for on a monthly basis.
Pre-booking
the pre-booking of a Session at a defined time, for a defined period of time, to enter the Premises and use the DropGym Facilities (or a specified part thereof).
Premises
any premises, property or space owned, leased or licensed by DropGym.
Professional Health & Fitness Services
services of any kind provided by a Health & Fitness Professional relating to nutrition, health, wellbeing, fitness, personal growth, dietary advice, strength, conditioning, exercise or other services generally provided within the nutrition, health, wellbeing and fitness industries for commercial purposes or otherwise.
Services
general gym and health & fitness services including access to the Premises and use of the DropGym Facilities, supplied by DropGym to the Member or Guest as set out under these Conditions and under any Membership Form completed and entered into between the Member and DropGym.
Session
a single entry into any Premises with a view to using the Premises or any DropGym Facilities (regardless of the level of use (if any) of the Premises or any DropGym Facilities) as further defined and provided for under clause 8. Sessions may be limited to a maximum of 75 minutes at the sole and absolute discretion of DropGym.
Standard Group Training Session
£20 per person, per Session may be subject to member discount.
Standard Pay-as-you-go Rate
£15 per person, per Session
Terms and Conditions
these terms and conditions as amended from time to time in accordance with clause 17.6 and DropGym's Privacy Policy.
1.2 Interpretation:
1.2.1 A reference to these Terms and Conditions shall include reference to the Schedules.
1.2.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.3 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.4 A reference to writing or written includes fax and email.
2. Basis of contract
2.1 The Membership Form constitutes an offer by the Member to purchase Services in accordance with these Terms and Conditions.
2.2 Subject to approval from DropGym, the Membership Form shall be deemed to be accepted when it has been signed and dated at which point and on which date the Agreement shall come into existence (the “Commencement Date”) and shall constitute the Membership Form (including all appendices) and these Terms and Conditions (including all Schedules) together the “Agreement”. If you do not sign or otherwise confirm or indicate your agreement to this Agreement, any use of the DropGym premises or facilities by you shall be deemed to constitute an acceptance of the terms of this Agreement.
2.3 Any samples, drawings, descriptive matter or advertising issued by DropGym, and any descriptions or illustrations contained in DropGym's catalogues, brochures, website, application, promotions or marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
2.4 These Terms and Conditions (including all Schedules) and the Membership Form (including all appendices) apply to the Agreement to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 In the event of any conflict between the provisions of these Terms and Conditions and the provisions of the Membership Form, the provisions of the Membership Form shall prevail.
The Member agrees to notify DropGym immediately of any changes to the Membership Form.
3. Supply of Services
3.1 DropGym shall supply the Services to the Member in accordance with the Agreement.
3.2 DropGym reserves the right to amend the Services specified in the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or the Services, and DropGym shall notify the Member in any such event.
4. DropGym’s obligations, general notices and limitations
DropGym’s Obligations
4.1 DropGym shall:
4.1.1 carry out the Services with reasonable care, skill and diligence; and
4.1.2 carry out the Services within a reasonable time.
Confidentiality
4.2 All information, documentation and communications as between DropGym and the Member are of a confidential nature and are subject to the provisions of clause 17.4. No information, documentation or communications between DropGym and the Member are to be shared by the Member with any third party without the prior written consent of DropGym.
Disclaimers and Exclusions
4.3 DropGym:
4.3.1 makes no representations or warranties whatsoever as to the accuracy of any information, statements or documentation provided to the Member. Such information is provided for guidance purposes only and any estimates given are not guaranteed by DropGym;
4.3.2 shall not be liable to the Member in any way in relation to any actions or consequences of any actions taken by any third party engaged in relation to the Services;
4.3.3 shall not be liable to theMember in any way in the event that any estimates, information or documentation provided:
● result in a loss to the Member; or
● do not yield the results anticipated by the Member.
4.4 The Member acknowledges and agrees that it shall have responsibility for any commercial decisions that it makes, including any decision to incur costs in relation to the Services.
4.5 The Member acknowledges and agrees that all expenses incurred in relation to the Services are incurred at the Member’s own risk and DropGym shall have no responsibility or liability in respect of the same.
4.6 The Member acknowledges and agrees that if the provision of any Services includes the provision of a dedicated or named individual, DropGym has the right to substitute the dedicated or named individual to an alternative individual to perform the Services.
5. Member's obligations, undertakings and warranties
5.1 The Member undertakes and warrants that it shall:
5.1.1 not breach these Terms and Conditions in whole or in part in any manner whatsoever;
5.1.2 pay all sums due to DropGym under the Agreement as and when they fall due in accordance with clause 7;
5.1.3 provide all such information and identity, proof of address and other documentation as may be requested by DropGym from time to time;
5.1.4 ensure that the terms of the Membership Form and any information it provides to be included in the Membership Form is complete and accurate in all respects;
5.1.5 co-operate with DropGym in all matters relating to the Services;
5.1.6 provide DropGym, its employees, agents, consultants and subcontractors with all such information and materials as DropGym may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5.1.7 use all best endeavours to procure that any Guest brought to the Premises complies with these Conditions;
5.1.8 wherever necessary, obtain and maintain all licences, permissions, checks and consents which may be required for any Professional Health & Fitness Services to be carried out on the Premises;
5.1.9 keep and maintain all DropGym Facilities in good repair and condition and not use or dispose of any DropGym Equipment other than in accordance with DropGym's written instructions or authorisation; and
5.1.10 not remove or conceal in anyway, or attempt to remove or conceal in any way, any DropGym Equipment from any Premises.
5.2 The Member further undertakes and warrants that:
5.2.1 all information and documentation provided to DropGym is fully complete and accurate in all respects;
5.2.2 it shall comply at all times with the DropGym Health & Safety Policy;
5.2.3 it shall comply at all times with the DropGym Code of Conduct;
5.2.4 it shall not look to circumvent these Conditions in any way.
5.3 If DropGym's performance of any of its obligations under the Agreement is prevented or delayed by any actor omission by the Member or failure by the Member to perform any relevant obligation, undertaking or warranty (“Member Default”):
5.3.1 without limiting or affecting any other right or remedy available to it, DropGym shall have the right to suspend performance of the Services until the Member remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations in each case to the extent the Member Default prevents or delays DropGym's performance of any of its obligations;
5.3.2 DropGym shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from DropGym's failure or delay to perform any of its obligations as set out in this clause 5.3; and
5.3.3 the Member shall reimburse DropGym on written demand for any costs or losses sustained or incurred by DropGym arising directly or indirectly from the Member Default.
6. Membership terms
6.1 No new membership will be accepted by DropGym and no access to the Premises or use of the DropGym Facilities will be granted unless or until:
6.1.1 all details and information requested and required by DropGym has been provided; and
6.1.2 payment has been made of any joining fees, initial membership fees or Charges due.
All memberships shall at all times be subject to the Agreement.
6.2 The following packages are currently available (subject to Charges in accordance with clause 7 of these Conditions):
General Public
6.2.1 DropGym Annual– a DropGym Annual membership entitles the Member to:
● full access to and daily use of the DropGym Premises and DropGym Facilities at all times at which the Premises is open for business but limited to one session per day;
● priority Pre-bookings up to 2 weeks in advance; and
● two free Guest passes per month
6.2.2 DropGym Monthly – a DropGym Monthly membership entitles the Member to:
● full access to and daily use of the DropGym Premises and DropGym Facilities at all times at which the Premises are open for business but limited to one session per day;
● make Pre-bookings up to 1 week in advance; and
● two free Guest passes per month.
6.2.3 DropGym Hybrid – a DropGym hybrid membership entitles the Member to:
● have limited access to and limited use of the DropGym Premises and DropGym Facilities at all times at which the premises are open for business; and
● Access to the DropGym personal training concierge service.
6.2.4 DropGym PAYG – a DropGym PAYG membership entitles the Member to full access to and daily use of the DropGym Premises and DropGym Facilities at all times at which the Premises are open for business (subject to Charges for each Session).
Personal Training Packages
1.1.1 Bronze:
● 1 Session per week;
● 12 x Personal training sessions;
● 3 x progress reviews including full InBody metrics scans;
● Personalised 12-week nutrition plan;
● Personalised 12- week training plan;
● Discounted gym membership.
1.1.2 Silver
● 2 Sessions per week;
● 24 x Personal training sessions;
● 3 x progress reviews including full InBody metrics scans;
● Personalised 12-week nutrition plan;
● Personalised 12- week training plan;
● Discounted gym membership.
1.1.3 Gold
● 3 Sessions per week;
● 36 x Personal training sessions;
● 3 x progress reviews including full InBody metrics scans;
● Personalised 12-week nutrition plan;
● Personalised 12- week training plan;
● Gym Membership included.
Personal Training Packages do not have to be used within the 12 week period, Members can use their Personal Training Package over a period of 12 months.
6.3 Charges apply to all packages in accordance with clause 7 of these Conditions.
6.4 All Members must at all times comply with the DropGym Health and Safety Policy and the DropGym Code of Conduct.
6.5 All Members are responsible for their own health, wellbeing and safe use of any DropGym Facilities. Inductions for safe use of DropGym Equipment can be made available on request.
6.6 Health & Fitness Professionals are responsible for the health, wellbeing and safe use of any DropGym Facilities of the Guests that accompany them in the DropGym Premises.
6.7 all memberships shall continue and automatically renew on a rolling basis unless terminated in accordance with the Agreement..
6.8 In the event of:
6.8.1 ill-health;
6.8.2 injury; or
6.8.3 extended holidays/breaks,
Members holding an Annual Membership may freeze their membership for a set period not exceeding 3 months provided that any such freezing of the membership shall be subject at all times to the sole and absolute discretion of DropGym who may request supporting evidence and documentation to corroborate any reasons given for requesting such membership to be frozen.
6.9 Members:
6.9.1 holding an Annual Membership, may not terminate their membership at any time prior to the expiry of the current annual term unless expressly agreed in writing at the sole and absolute discretion of DropGym (save that Members holding an Annual Membership may terminate their membership on not less than one month’s prior written notice provided such termination shall not take effect until the end of the current annual term of such membership); and
6.9.2 holding a Monthly Membership, may terminate their membership by giving at least one month written notice to DropGym. The membership will continue until the end of the relevant billing period. No refunds or partial refunds are given in the event of cancellation.
6.10 DropGym may suspend or terminate any membership at any time if:
6.10.1 any payments or Charges are outstanding in relation to such membership;
6.10.2 a Member does not, within a reasonable time of DropGym making a request, provide DropGym with information that is necessary for DropGym to provide the Services;
6.10.3 a Member breaches these Conditions, the terms of any Membership Form or any of the undertakings or warranties set out under these Conditions; or
6.10.4 without cause if deemed appropriate in the sole and absolute discretion of DropGym.
7. Charges and payment
7.1 The Charges for the Services shall be as agreed between DropGym and the Member at the time the Member completes their membership and signs the Membership Form and shall be payable by the Member to DropGym on demand.
7.2 Subject to clause 7.1, the following Charges currently apply in relation to DropGym’s membership packages:
General Public
7.2.1 DropGym Annual -£1399 per annum;
7.2.2 DropGym Monthly -£124.99 per month;
7.2.3 DropGym PAYGO - £17.50 per Session;
Personal Training Packages
7.2.4 Bronze - £949
7.2.5 Silver - £1749
7.2.6 Gold - £2499
Bronze and Silver Personal Training Packages when purchased offer the Member a discounted membership at £69.99 per month which is subject to change at the discretion of DropGym. Gym Membership is included with Gold Personal Training Packages. The above Charges are for guidance purposes only and are subject to change. Please always refer to the Membership Form for confirmation as to the correct Charges applicable. Where no Charges are stated on the Membership Form, the above Charges shall apply.
7.3 In the event that DropGym provides any Services to the Member not covered or provided for under a Membership Form as between DropGym and the Member, the Member shall pay the relevant Charges to DropGym notwithstanding the terms of any Membership Form entered into between DropGym and the Member, DropGym reserves the right to amend or increase the Charges at anytime.
7.4 All payments due from the Member to DropGym must be made through the Digital Booking & Payment System unless alternative methods of payment have been agreed in advance in writing by DropGym.
7.5 Payments must be made as agreed in accordance with the terms of your membership:
7.5.1 if paying on an annual basis, payment must be made in full up-front;
7.5.2 if paying on a monthly basis, payments must be made in full each month up-front; and
7.5.3 if paying on a pay-as-you-go basis, payments must be made in full up-front prior to each Session.
Payments may be processed automatically by way of direct debit facility through the Digital Booking & Payment System (this may include Charges relating to automatic renewal of your membership).
7.6 In relation to any Services provided by DropGym but not covered under a Membership Form, DropGym shall be entitled to invoice the Member monthly in relation to any Charges due.
7.7 Unless otherwise agreed in writing as between DropGym and the Member, the Member shall pay each invoice submitted by DropGym in accordance with clause 7.7:
7.7.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by DropGym and confirmed in writing to the Member; and
7.7.2 in full and in cleared funds through the Digital Booking & Payment System, and time for payment shall be of the essence of the Contract.
7.8 Once paid, all Charges and payments are non-refundable save for at the sole and absolute discretion of DropGym.
7.9 All amounts payable by the Member under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by DropGym to the Member and such VAT is not accounted for at the time, the Member shall, on receipt of a valid VAT invoice from DropGym, pay to DropGym such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.10 If the Member fails to make a payment due to DropGym under the Contract by the due date, then the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.11 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required bylaw).
8. Sessions
8.1 At the sole and absolute discretion of DropGym, Sessions may relate or be limited to:
8.1.1 a specific time and date (for example, Tuesday at 12:00pm);
8.1.2 a specific period of time (for example, 60 mins, 75 mins etc.);
8.1.3 a specific area of the Premises; and/or
8.1.4 specific items of DropGym Equipment.
8.2 DropGym may amend, move, postpone or cancel any Session if deemed necessary at its sole and absolute discretion (although DropGym will endeavour to notify the Member as soon as possible in the event that a Session needs to be amended, moved, postponed or cancelled).
8.3 All Members and Guests must vacate the Premises and cease use of the DropGym Facilities within a reasonable period of time following the end of any Session.
9. Guests
9.1 All Guests must register with DropGym prior to using any DropGym Facilities.
9.2 Any use of the DropGym Facilities by a Guest will be subject to the conditions of the Agreement at all times (as if they were a Member) and each Guest acknowledges and agrees that, by attending the Premises and using the DropGym Facilities, they will be deemed to have accepted the conditions of the Agreement.
9.3 Whilst on the Premises or using the DropGym Facilities, Guests must be accompanied at all times by the Member who has invited them (Inviting Member).
9.4 Guests may only remain on the Premises for the period of time which corresponds to the Session for which they have been invited. All Guests must vacate the Premises and cease all use of the DropGym Facilities immediately if requested to do so by DropGym.
9.5 All Guests are the sole responsibility of the Inviting Member and the Inviting Member agrees to:
9.5.1 provide or make available a copy of the Agreement and all relevant terms to the Guest in advance of the Guest’s attendance at the Premises and use of the DropGym Facilities;
9.5.2 use all best endeavours to ensure that any Guest invited by them complies with these Conditions (in letter and in spirit); and
9.5.3 fully indemnify DropGym in respect of all costs, expenses, fees or losses suffered or incurred arising out of or in connection with any breach of the Agreement by the Guest.
9.6 DropGym may refuse access or entry to any Guest at any time and for whatever reason at its sole and absolute discretion.
10. Pre-bookings
10.1 Subject to the terms of your membership (for example, please see clause 6.2.1.2), Pre-bookings are available on a first come, first served basis.
10.2 In relation to any Pre-booking made which relates to:
10.2.1 a specific time and date (for example, Tuesday at 12:00pm);
10.2.2 a specific period of time (for example, 60 mins, 75 mins etc.);
10.2.3 a specific area of the Premises; and/or
10.2.4 specific items of DropGym Equipment,
DropGym may amend, move, postpone or cancel such Pre-booking if deemed necessary at its sole and absolute discretion (although DropGym will endeavour to notify the Member as soon as possible in the event that a Pre-booking needs to be amended, moved, postponed or cancelled).
10.3 All Members and Guests must vacate the Premises and cease use of the DropGym Facilities within a reasonable period of time following the end of any Pre-booking.
10.4 If a Member requires a Pre-booking to be amended, moved, postponed or cancelled for whatever reason, the Member must contact DropGym as soon as reasonably practicable and any amendment, movement, postponement or cancellation of such Pre-booking will beat the sole and absolute discretion of DropGym.
10.5 In the event that:
10.5.1 a Pre-booking needs to be moved, amended, postponed or cancelled by DropGym, a refund may be issued where appropriate at DropGym’s sole and absolute discretion;
10.5.2 a Pre-booking needs to be moved, amended, postponed or cancelled by a Member for whatever reason, the Member shall only be entitled to a refund (where applicable) if deemed appropriate at the sole and absolute discretion of DropGym (save that no refund shall be given if such Pre-booking is moved, amended, postponed or cancelled within 24 hours of the time at which such Pre-booking was due to commence); and
10.5.3 a Member is late for or fails to attend a Pre-booking, such Pre-booking or session may no longer be available or may be cancelled without further notice at the sole and absolute discretion of DropGym.
11. Facilities
11.1 Unless otherwise notified by DropGym, all Members shall have access to use the DropGym Facilities in accordance with the terms of their membership.
Pin policy
Your PIN number (defined below) can only be used by you: Your PIN number is issued solely for your use, as your Membership is personal to you and only covers your use of a gym. You are responsible for keeping your PIN number secure and confidential at all times. The PIN number remains our property at all times (unless agreed otherwise and evidenced in writing).
Use of PIN numbers is monitored: In the interests of the safety and security of all our members, use of PIN numbers and access is monitored and individuals using PIN numbers may be asked to provide proof of identification.
What we will do if we think your PIN number has been misused: Should we believe that your PIN number has been used by another individual or individuals we may (in our discretion) decide to conduct an investigation. If we do so we will: (a) inform you, via email, that we believe your PIN number has been used by another individual or individuals and ask you to provide us with reasonable assistance to investigate the matter; and (b) following our investigation we will contact you, via email, to inform you of our findings and our proposed course of action, which may include one or more of the steps set out in below.
Our right to make additional charges and/or cancel your membership: If you unreasonably refuse to cooperate with our investigation, or following our investigation we have reasonable grounds to believe that your PIN number was used, with or without your knowledge and/or consent, by another individual or individuals, depending on the particular circumstances of each case, we reserve the right to take one or both of the following steps, which are in addition to any other legal rights that we may have : (a) to apply a penalty charge to your membership fees (and increase your direct debit payment(s) accordingly). The penalty charge will be calculated as being equal to the daily membership charge (that applied at the time of use) for each occasion on which your PIN number was used by that individual/those individuals; and/or (b)in the event of serious misuse of your PIN number, for example, your PIN number has been used on repeated occasions and/or by more than one individual, to notify you, via email, that we are cancelling your membership with immediate effect, and no refunds will be given.
Your responsibility for another’s conduct: If we have reasonable grounds for believing that you knowingly provided your PIN number to another individual or individuals, or allowed unauthorised entry following your entry to the gym (known as tailgating) in addition to our rights referred to above, we may hold you responsible for the conduct of the individual(s) while on our gym premises, and liable for any loss we suffer as a consequence of that conduct.
11.2 Any lockers or storage facilities available for use on the Premises may be used free of charge provided that:
11.2.1 Members shall be responsible at all times for securing any lockers that they may use (including bringing their own lock);
11.2.2 any use of lockers or storage facilities on the Premises shall be strictly at the Member’s own risk and DropGym shall not be responsible or carry any liability in respect of the same;and
11.2.3 all lockers and storage facilities on the Premises shall be cleared out at the end of each day and DropGym shall have no responsibility to store any property or items left behind by any Member and shall be free to deal with such property or items in its sole and absolute discretion. DropGym shall carry no liability in respect of any property or items left behind by any Member.
12. Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by DropGym.
13. Data protection
The parties shall each be responsible for complying with their respective data protection obligations. Please see DropGym’s Privacy Policy located at https://www.dropgym.io/privacy-policy for further information as to how DropGym may deal withyour personal data.
14. Limitation of liability
14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Nothing in this clause 14 shall limit the Member's payment obligations under the Contract.
14.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
14.3.1 death or personal injury caused by negligence; and
14.3.2 fraud or fraudulent misrepresentation.
14.4 Subject to clause 14.3 (Liabilities which cannot legally be limited), DropGym's total liability to the Member shall not exceed the total sums paid by the Member to DropGym under the Contract.
14.5 The caps on DropGym's liabilities shall be reduced by:
14.5.1 payment of an uncapped liability; and
14.5.2 amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
14.6 Subject to clause 14.2 (No limitation of customer's payment obligations) and clause 14.3 (Liabilities which cannot legally be limited), this clause 14.6 sets out the types of loss that are wholly excluded:
14.6.1 loss of profits;
14.6.2 loss of sales or business;
14.6.3 loss of agreements or contracts;
14.6.4 loss of anticipated savings;
14.6.5 loss of use or corruption of software, data or information;
14.6.6 loss of or damage to goodwill; and
14.6.7 indirect or consequential loss.
14.7 Subject to clause 14.2 (No limitation of customer's payment obligations) and clause 14.3 (Liabilities which cannot legally be limited), to the fullest extent permitted by applicable law, DropGym will not be liable in any way (whether such liability arises in contract (by way of indemnity or otherwise), tort (including negligence) misrepresentation, breach of statutory duty, restitution or otherwise) for:
14.7.1 any theft, damage to or loss of any property belonging to a Member or Guest or any other person's property in connection with the Services or any services provided pursuant or ancillary to the Services (including all any property belonging to a Member or Guest which is brought onto the Premises and any property placed in a locker on the Premises);
14.7.2 any membership to the Services that has not been accepted;
14.7.3 any loss, damage, costs, expenses or liability suffered by any third party in connection with the use of the Services by a Member or Guest;
14.7.4 any injury or ill-health suffered by any Member or Guest whilst using the Services;
14.7.5 any losses that could not reasonably be expected to result from DropGym’s negligence or breach of these Conditions; or
14.7.6 any other loss, damage, costs, expenses or liability that may be suffered by a Member or Guest in connection with the Services, save to the extent that DropGym fails to perform its obligations to the standard of a diligent and professional provider of the relevant services.
14.8 The Services are provided “as is” and “as available” and we disclaim all representations and warranties, express, implied or statutory, not expressly set out in these Conditions, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted under applicable law.
14.9 DropGym does not make any representations or warranties, express, implied or statutory in relation to the accuracy of any information available through the Services including any materials, content or information which may be reliant on third parties which may be outside of DropGym’s control and DropGym accepts no responsibility or liability in respect of the same.
14.10 DropGym does not make any representations or warranties, express, implied or statutory in relation to any information requested or processes undertaken by any third party provider. Such requests and processes are outside of the control of DropGym and may be subject to the terms and conditions of the third party provider and DropGym accepts no responsibility or liability in respect of the same or any loss or damage arising therefrom.
14.11 Unless the Member notifies DropGym that it intends to make a claim in respect of an event within the notice period, DropGym shall have no liability for that event. The notice period for an event shall start on the day on which the Member became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
14.12 This clause 14 shall survive termination of the Contract.
15. Termination
15.1 Unless terminated in accordance with this clause 15, the Agreement shall continue in full force and effect.
15.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement in accordance with the terms of clause 6 and/or the Membership Form.
15.3 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
15.3.1 the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
15.3.2 the other party takes any step or action in connection with its bankruptcy, entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
15.3.3 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
15.4 Without affecting any other right or remedy available to it, DropGym may terminate the Contract with immediate effect by giving written notice to the Member if the Member fails to pay any amount due under the Agreement on the due date for payment.
15.5 Without affecting any other right or remedy available to it, DropGym may suspend the supply of Services under the Agreement or any other contract between the Member and DropGym if the Member fails to pay any amount due under the Contract on the due date for payment, the Member becomes subject to any of the events listed in clause 15.3.2 to clause 15.3.3, or DropGym reasonably believes that the Member isa bout to become subject to any of them.
16. Consequences of termination
16.1 On termination of the Agreement:
16.1.1 the Member shall immediately pay to DropGym all Charges due and all of DropGym's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no Charges have yet been rendered or invoice has been submitted, DropGym shall submit an invoice, which shall be payable by the Member immediately on receipt;
16.1.2 the Member shall return all and any DropGym Equipment which may be in its possession or use. If the Member fails to do so, then DropGym may take all reasonable actions deemed necessary to regain possession of such DropGym Equipment. Until any such DropGym Equipment has been returned, the Member shall be solely responsible for its safe keeping and will not use it for any purpose not connected with the Agreement.
16.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
16.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
17. General
17.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing,or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including a pandemic).
1.2 Transfer of our rights We may transfer our rights or obligations (or both) under the Agreement, or subcontract our obligations under it, to another organisation without giving you notice and you will continue as a member. If the other organisation fails to provide the same (or equivalent) facilities and services we provided, you may end your membership by giving them notice. If you do this and you pay yearly for each following year, you will be entitled to a refund of any membership fees which you have already paid for the period following the date the other organisation took over our rights or obligations (or both) under this Agreement or, if later, the date from which they failed to provide the same (or equivalent) facilities and services as we provided. If you do this and pay monthly, you will not be responsible for any membership fees for the rest of your 12-month initial commitment period (if this applies) or for the rest of your current month and you will be entitled to a refund of any membership fees which you have already paid for the period following that date the other organisation took over our rights or obligations (or both) under the Agreement or, if later, the date from which they failed to provide the same (or equivalent) facilities and services as we provided.
17.2 No partnership or agency.
17.2.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
17.2.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17.3 Assignment and other dealings.
17.3.1 DropGym may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
17.3.2 The Member shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or dealin any other manner with any of its rights and obligations under the Agreement without the prior written consent of DropGym.
17.4 Confidentiality.
17.4.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.4.2.
17.4.2 Each party may disclose the other party's confidential information:
● to its Affiliates, employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its Affiliates, employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.4; and
● as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.4.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
17.5 Entire agreement.
17.5.1 The Agreement, along with any other legally binding written agreement as entered into directly between the parties, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties,representations and understandings between them, whether written or oral, relating to its subject matter.
17.5.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17.5.3 Nothing in this clause shall limit or exclude any liability for fraud.
17.6 Variation. Except asset out in the Agreement, no variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.7 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.8 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 17.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.9 Notices.
17.9.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by fax to its main fax number or sent by email to the address specified by each party from time to time.
17.9.2 Any notice shall be deemed to have been received:
● if delivered by hand, at the time the notice is left at the proper address;
● if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
● if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.9.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
17.9.3 This clause 16.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17.10 Third party rights.
17.10.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.10.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17.11 Counterparts. The Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
17.12 Governing law. The Contract, 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.
17.13 Jurisdiction. 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 the Contract or its subject matter or formation.
SCHEDULE 1
DropGym Health & Safety Policy
1. About this policy
1.1 This policy sets out the arrangements for ensuring DropGym meets its health and safety obligations to staff and anyone visiting the Premises and to ensure all individuals present on the Premises are kept safe at all times to the fullest extent possible.
1.2 This policy applies to and must be adhered to by all Members and Guests. DropGym will continue to review this policy to ensure it is achieving its aims.
2. Responsibilities
2.1 All DropGym staff, Members and Guests share responsibility for achieving safe conditions. All persons must take care of their own health and safety and that of others, observe applicable safety rules and follow instructions for the safe use of any DropGym Equipment.
2.2 Any health and safety concerns should be reported immediately to a member of DropGym staff.
2.3 All Members and Guests must co-operate with DropGym staff on health and safety matters, including the investigation of any incident.
2.4 Failure to comply with this policy may be treated as misconduct or a breach of these Conditions which may lead to:
2.4.1 removal from the Premises;and/or
2.4.2 suspension or termination of membership.
3. Training
3.1 If requested, DropGym may provide you with adequate training to use the DropGym Equipment competently and safely.
3.2 DropGym staff will be given a health and safety induction and provided with appropriate safety training.
4. DropGym Equipment
You must use the DropGym Equipment in accordance with any instructions given to you or displayed on the DropGym Equipment. Any DropGym Equipment fault or damage must immediately be reported to a member of DropGym Staff. No attempt must be made to repair DropGym Equipment unless trained to do so.
5. Accidents and first aid
5.1 Details of first aid facilities and the names of trained first aiders will be made available on request.
5.2 All accidents and injuries, however minor, should be reported to a member of DropGym staff.
6. Fire safety
6.1 All Members and Guests should familiarise themselves with the fire safety instructions, which can be provided on request and are displayed near fire exits in the Premises.
6.2 If a fire alarm sounds, leave the building immediately by the nearest fire exit and go to the fire assembly point as directed by DropGym staff.
SCHEDULE 2
DropGym Code of Conduct
1. Code of conduct
1.1 All Members and Guests must comply with the DropGym Code of Conduct at all times whilst on the DropGym Premises and whilst using the DropGym Facilities.
1.2 Members and Guests may use the Premises and DropGym Facilities:
1.2.1 to improve their health and fitness;
1.2.2 to work out;
1.2.3 to liaise and interact with other Members; and
1.2.4 for any other means that gym facilities may typically be used for (subject always to the discretion of DropGym).
1.3 Members and Guests may use the Premises and DropGym Facilities only for lawful purposes. Members and Guests must not use the Premises or DropGym Facilities:
1.3.1 in any way that breaches any applicable local, national or international law or regulation;
1.3.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
1.3.3 in any way which may cause damage or loss to the Premises, DropGym Facilities or DropGym;
1.3.4 in any way which may cause injury or ill-health to another person in any way;
1.3.5 for the purpose of harming or attempting to harm any person in any way;
1.3.6 to bully, insult, intimidate, embarrass or humiliate any person;
1.3.7 to carry out any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
1.3.8 for any other reason not stated to be an acceptable use in clause 1.2.
1.4 All Members and Guests also agree:
1.4.1 not to reproduce, duplicate, copy or re-sell any part of the DropGym Services in contravention of the provisions of these Conditions; and
1.4.2 not to access without authority, interfere with, damage, misuse or disrupt:
1.4.2.1 any part of our Services;
1.4.2.2 any DropGym Facilities; or
1.4.2.3 any software used in the provision of our Services.
1.5 All Members and Guests must comply with the following standards:
1.5.1 All information provided to DropGym must:
1.5.1.1 be true and accurate (where it states facts);
1.5.1.2 be genuinely held (where it states opinions); and
1.5.1.3 comply with the law applicable in England and Wales.
1.5.2 No information, communications or interactions (whether between DropGym and a Member/Guest or between Members and Guests themselves) shall:
1.5.2.1 be defamatory of any person;
1.5.2.2 be obscene, offensive, hateful or inflammatory;
1.5.2.3 bully, insult, intimidate or humiliate;
1.5.2.4 promote violence;
1.5.2.5 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
1.5.2.6 infringe any copyright,database right or trade mark of any other person;
1.5.2.7 be likely to deceive any person;
1.5.2.8 breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
1.5.2.9 promote any illegal activity;
1.5.2.10 be in contempt of court;
1.5.2.11 be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
1.5.2.12 be likely to harass, upset, embarrass, alarm or annoy any other person;
1.5.2.13 impersonate any person, or misrepresent your identity or affiliation with any person;
1.5.2.14 be likely to cause harm in any way to any other person;
1.5.2.15 give the impression that such information, communication or interaction emanates from DropGym, if this is not the case; or
1.5.2.16 advocate, promote or incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
WE CARE
