CONTRACT DETAILS

Parties

AND

Alexandra Armstrong Whitfield, of Freedom 4 Fitness of 33 Jamieson Parade, Collaroy, NSW, 2097 (the 'Contractor').

BACKGROUND

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

 

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

i. 12-week Exercise Program & Nutrition Feedback with weekly personal training (Online, In-person OR Hybrid, as mutually agreed between the Client and the Contractor).

OR

ii. Exercise Physiology (in-person OR via Telehealth, as mutually agreed between the Client and the Contractor).

2. The Services will also include any other tasks which the Parties may agree on. The
Contractor hereby agrees to provide such Services to the Client.

 

TERM OF AGREEMENT

3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 7 days' written notice to the other Party.

 

PERFORMANCE

5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

 

CURRENCY

6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in the local currency of the Contractor (AUD).

PAYMENT

7. The Contractor will charge the Client for the Services at the rate of:

i.  $99 (weekly) or $1197 (upfront) for 12-week Exercise Program & nutrition feedback.

OR

ii. $150 (initial consult), then $100 (consective consult) for Exercise Physiology services. 

8. The Contractor will invoice or direct debit the Client every week. Alternatively, an invoice may be provided by the Contractor to the Client for a monthly or upfront payment if requested by the Client. For Exercise Physiology services, invoices will be sent the day before services are provided. 

9. Invoices submitted by the Contractor to the Client are due within seven days of receipt OR delivery of services. 

10. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.

11. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

12. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

13.

 

CONFIDENTIALITY

14. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

15. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

16. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

 

OWNERSHIP OF INTELLECTUAL PROPERTY

17. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.

18. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

RETURN OF PROPERTY

19. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

20. In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

 

CAPACITY/INDEPENDENT CONTRACTOR

21. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

 

RIGHT OF SUBSTITUTION

22. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

23. In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

 

AUTONOMY

24. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

 

EQUIPMENT

25. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

 

NO EXCLUSIVITY

26. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

 

NOTICE

27. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing to the Parties at the following addresses or to such other address as either Party may from time to time notify the other via email, phone text, or WhatsApp message.

 

INDEMNIFICATION

28. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

 

ADDITIONAL CLAUSE

29. Client is to provide at least 24 hours notice to the Contractor prior to cancelling Add-on 'Personal Training' sessions. If less than 24 hours notice is provided without exceptional reasoning, 50% of the full price will be charged. The Contractor may at their discretion choose to waive this cancellation fee upon exceptional circumstances (e.g., medical circumstances, unforeseen emergency).

 

MODIFICATION OF AGREEMENT

30. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

 

TIME OF THE ESSENCE

31. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

 

ASSIGNMENT

32. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

 

ENTIRE AGREEMENT

33. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

 

ENUREMENT

34. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

 

TITLES/HEADINGS

35. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

GENDER

36. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

GOVERNING LAW

37. This Agreement will be governed by and construed in accordance with the laws of England.

 

SEVERABILITY

38. In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

 

WAIVER

39. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Executed by Alexandra Armstrong Whitfield of Freedom 4 Fitness

DETAILS

Alexandra Armstrong Whitfield, Freedom 4 Fitness (the 'Provider'), of 33 Jamieson Parade, Collaroy, NSW, 2097.

1. I agree to abide by the rules of Freedom 4 Fitness. I am responsible for any damage to the equipment which I may cause due to negligence. 

2. I HEREBY WAIVE AND RELEASE, indemnify, hold harmless and forever discharge Freedom 4 Fitness, and its agents, employees, officers, directors, affiliates, successors and assigns, coaches, teachers and trustees of and from any and all claims, demands, debts, contracts, expenses, cause of action, lawsuits, damages, and liabilities, of every kind of nature, whether known or unknown, in law or equity, that I ever had or may have, arising from or in any way related to my participation in any of the events or activities conducted by, on the premises, of, or for the benefit of, Freedom 4 Fitness, provided that this waive of liability does not apply to any acts of gross negligence, or intentional, wilful or wanton misconduct.

3. I understand that the activities, in which I will participate, are inherently dangerous and may cause serious or grievous injuries, including bodily injury, damage to personal property and/or death. On behalf of myself, my heirs, assigns, administrators, executors and next of kin, I waive all claims of damage, injuries and death sustained to me or my property, that I may have against the aforementioned release party to such activities, including claims in tort, contract, equity or otherwise.

4. I acknowledge, agree and represent that I understand the nature of Freedom 4 Fitness, I have fully disclosed my medical history and current state of health. I further agree and warrant that if at any time I believe conditions to be unsafe, I will IMMEDIATELY DISCONTINUE further participation in the activity and notify the Provider.

5. By this Waiver, I assume any risk, and take full responsibility and waive and of personal injury: death, damage, or loss of personal property, associated with Freedom 4 Fitness, including but not limited to using the facility and its equipment in any manner, form or fashion, and participating and/or engaging in any activities, event or other related activities on and off the premises. 

6. This WAIVER AND RELEASE supersedes any prior written or oral agreements between them concerning the subject matter of this WAIVER AND RELEASE. The provisions of this WAIVER AND RELEASE may be waived, altered, amended or repealed, in whole or in part, only upon the prior written consent of all parties. 

7. The provision of this WAIVER AND RELEASE will continue in full force and effect even after the termination of the activities conducted by, on the premises of, or for the benefit of Freedom 4 Fitness, whether by agreement, by operation of law. or otherwise.

8. I have read, understood and fully agree to the term of this WAIVER AND RELEASE. I understand and confirm that by signing this WAIVER AND RELEASE I have given up considerable future legal rights.

Executed by Alexandra Armstrong Whitfield of Freedom 4 Fitness