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AGREED TERMS

1. About us

1.1 Company details. IFBA Limited (company number 10090410) (we and us) is a company registered in England and Wales and our registered office is at 64 New Cavendish Street, London, United Kingdom, W1G 8TB. We operate the website www.theifba.com (“Website”).

1.2 Contacting us. To contact us e-mail info@theifba.com. How to give us formal notice of any matter under the Contract is set out in clause 12.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (“Terms”) apply to your contract with us and the supply of our services to you (“Services”) (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

3. Our Services

3.1 IFBA Membership

(a) We provide online support to help you achieve an efficient, profitable and sustainable fitness business via our member’s web portal accessed via our Website (“Portal”) and targeted seminars (“Members Services”).
(b) The IFBA has the following categories of membership (“Membership”):

(i) Business Blueprint:

i. Access to the Portal;
ii. Access to electronic resources including systems and guidelines via the Portal;
iii. Access to monthly webinars.

(ii) Leadership Programme:

i. Access to the Portal;
ii. Initial review session;
iii. Access to 3 2-day seminars per year;
iv. Support and guidance from members of the IFBA team;
v. Access to electronic resources including systems and guidelines via the Portal;
vi. Access to monthly webinars;
vii. Access to marketing focus sessions;
viii. Access to staff training days;
ix. Access to procurement advantages and discounts through preferred suppliers;
x. Monthly accountability metrics and analysis;
xi. Discounts on all IFBA products, services and seminars which fall outside the scope of the Leadership Programme;
xii. Discounts on PECA staff development and certification.

(c) Events:

(i) If you are a Member of the Leadership Programme, you are entitled to attend up to 3 2-day seminars every year. In addition, we may run ad hoc seminars or workshops which also form part of your Membership.
(ii) If you wish to attend a seminar or workshop you should request a place by contacting our internal administration team.
(iii) For the avoidance of doubt, Membership to the Leadership Programme gives you access to such seminars or workshops but if you do not attend any seminars or workshops you are not entitled to any deduction or refund of the Charges whatsoever.
(iv) Although rare, from time to time we may need to cancel or reschedule a seminar and we will notify you of this as soon as is reasonably practicable should the need arise.

3.2 Seminars and Events

(a) We provide access to seminars and events with the aim of helping you to achieve an efficient, profitable and sustainable fitness business (“Seminars and Events”).

3.3 Marketing Support Services

(a) We provide online marketing support and consultancy services as agreed between us and you, including but not limited to digital advertising, to help you achieve an efficient, profitable and sustainable fitness business (the “Marketing Support Services”).

4. Our Contract with you

4.1 IFBA Membership

(a) In order to become an IFBA member (“Member”), you must submit a request to us via the Portal.
(b) All Members will receive restricted online access to the Portal through which you will be given limited access to certain materials free of charge.
(c) If you wish to become a Member of the Business Blueprint, you must apply via the Portal and make payment in accordance with clause 6.
(d) Our acceptance of your order for the Business Blueprint takes place once we have received payment in accordance with clause 6, and when we send an email enclosing your username and password (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. Your Membership is personal to you and cannot be shared with any other person.
(e) If you wish to become a Member of the Leadership Programme you must submit a request for a call back via the Website or the Portal. After you submit your request a member of the IFBA team will contact you on the telephone number provided to take your order in respect of the Leadership Programme, and then send you a payment link by email.
(f) Our acceptance of your order takes place once we have received payment in accordance with clause 6, and when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. Your Membership is personal to you and cannot be shared with any other person.
(g) If we are unable to supply you with the Services for any reason, we will inform you of this by email. If you have already paid for your Membership, we will refund you the full amount.

4.2 Seminar and Events

(a) If you wish to book a place at one of our seminars or events, you must contact us by telephone or submit a request for a call back via our Website. After you submit your request a member of the IFBA team will contact you on the telephone number provided to take your order, and then send you a payment link by email.
(b) Our acceptance of your order takes place once we have received payment in accordance with clause 6, and when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. Your Contract is personal to you and cannot be shared with any other person.
(c) If we are unable to supply you with the Seminar and Events services for any reason, we will inform you of this by email. If you have already paid for the Contract, we will refund you the full amount.
(d) Although rare, from time to time we may need to cancel or reschedule a seminar and we will notify you of this as soon as is reasonably practicable should the need arise.

4.3 Marketing Support Services

(a) If you wish to use our Marketing Support Services you must contact us by telephone or submit a request for a call back via our Website. After you submit your request a member of the IFBA team will contact you on the telephone number provided to take your order in respect of the Membership Services, and then send you a payment link by email.
(b) Our acceptance of your order takes place once we have received payment in accordance with clause 6, and when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. Your Contract is personal to you and cannot be shared with any other person.
(c) If we are unable to supply you with the Marketing Support Services for any reason, we will inform you of this by email. If you have already paid for the Contract, we will refund you the full amount.

5. Contract term, cancellation and refunds

5.1 IFBA Membership

(a) Under the terms of the Contract, you will be committed to being a Member for an initial fixed period of 12 months (“Initial Fixed Period”). Upon expiry of the Initial Fixed Period, the Contract shall be automatically renewed monthly (each monthly period thereafter shall be known as a “Renewal Period”), unless you give written notice to us at least 30 calendar days prior to the expiry of the Initial Fixed Period or any subsequent Renewal Period as the case may be (“Notice Period”) . For the avoidance of doubt, should the Notice Period expire on any date other than the last day of a calendar month, no partial refund of monthly fees shall be given and the Notice Period shall be deemed to have expired on the last day of the relevant calendar month. Please note that you will be responsible for monitoring your own Contract term and we accept no responsibility for any missed opportunities for you to terminate the Contract.
(b) Any notices of cancellation should be sent to info@theifba.com.
(c) If you cancel the Contract within the Initial Fixed Period, you shall not be entitled to any refund of Charges paid and shall be required to make payment of all Charges that would otherwise be due during the Initial Fixed Period. If you cancel after the Initial Fixed Period you will be required to make payment of any and all Charges due up to and including expiry the Notice Period.
(d) Upon expiration or termination of your Membership you must cease to use the services and destroy all Materials you may have accessed during your Membership.

5.2 Seminars and Events

(a) Any notices of cancellation should be sent to info@theifba.com.
(b) If you cancel the Contract prior to a Seminar or Event, you shall not be entitled to any refund of Charges paid.

5.3 Marketing Support Services

(a) The term of the Contract shall be an initial fixed period of 3 months (“Initial Fixed Period”). Upon expiry of the Initial Fixed Period, the Contract shall be automatically renewed monthly (each monthly period thereafter shall be known as a “Renewal Period”), unless you give written notice to us at least 30 calendar days prior to the expiry of the Initial Fixed Period or any subsequent Renewal Period as the case may be (“Notice Period”). For the avoidance of doubt, should the Notice Period expire on any date other than the last day of a calendar month, no partial refund of monthly fees shall be given and the Notice Period shall be deemed to have expired on the last day of the relevant calendar month. Please note that you will be responsible for monitoring your own Contract term and we accept no responsibility for any missed opportunities for you to terminate the Contract.
(b) Any notices of cancellation should be sent to info@theifba.com.
(c) If you cancel the Contract within the Initial Fixed Period, you shall not be entitled to any refund of Charges paid and shall be required to make payment of all Charges that would otherwise be due during the Initial Fixed Period. If you cancel after the Initial Fixed Period you will be required to make payment of any and all Charges due up to and including expiry the Notice Period.
(d) Upon expiration or termination of the Contract you must cease to use the Marketing Support Services and destroy all Materials you may have accessed during the Contract.

6. Charges and how to pay

6.1 In consideration of us providing the Services you must pay our charges (“Charges”) in accordance with this clause 6.

6.2 You are responsible for payment to us of the Charges set out in your Contract except in the event that we breach the terms of the Agreement between us.

6.3 The Charges are the prices quoted on our Website or in the payment link sent to you at the time you subscribe to become a Member under clause 4.1(a) or at the Commencement Date as relevant.

6.4 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date and we shall notify you of an increase to the Charges in writing 30 calendar days before the increase comes into effect.

6.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.6 You can pay our Charges either:

(a) monthly in advance by direct debit, where applicable; or
(b) annually in advance for the entire Initial Fixed Period by cash, credit card or debit card and unless otherwise agreed, monthly in advance by direct debit thereafter; or
(c) in respect of Seminars and Events, at the time of booking.

6.7 You will not gain access to the Services until you have made payment in accordance with this clause 6.

6.8 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 11 (Termination), you will have to 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 6.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time.

6.9 You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Permitted use of our materials

7.1 Upon subscribing to our Services, you will have access to forms, documents and information provided by us to you through our Website (“IFBA Materials”). All intellectual property rights in or arising out of or in connection with the IFBA Materials and/or the Services will be owned by us.

7.2 Subject always to the payment of our Charges (as set out in clause 6 above) and adherence to these terms, you shall be granted a non-exclusive, revocable licence to use the IFBA Materials for the purpose of receiving and using the Services and such deliverables in your business (“Permitted Use”).

7.3 Under the terms of the licence specified in clause 7.2 above, you shall be permitted to reproduce, print and make back-up copies of the IFBA Materials on your computer system solely for the Permitted Use.

7.4 You may not sub-license, assign or otherwise transfer the rights granted in this clause. You are not permitted to sell, distribute or otherwise exploit for financial gain the IFBA Materials to any 3rd party. However, you may use the IFBA Materials in the course of business to facilitate and execute transactions and to manage all relevant business affairs which may require the distribution of copies of the IFBA Materials to 3rd parties.

7.5 It is the intention of the parties that:

(a) you shall own all bespoke copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films and/or other materials created or produced by or on behalf of IFBA specifically for you in the course of providing the Services, on any media (the “Bespoke Deliverables”);
(b) you shall own all third-party materials comprised in Bespoke Deliverables, where an assignment of such materials is available on commercially reasonable terms.

7.6 IFBA hereby irrevocably, unconditionally and absolutely assigns to you with full title guarantee and without restriction, all right, title, interest in and to all existing and future intellectual property rights (including future copyright and design rights) subsisting in or relating to the Bespoke Deliverables.

7.7 To the extent that clause 7.6 is not effective to assign legal title to the intellectual property rights in the Bespoke Deliverables, then IFBA shall assign to you such intellectual property rights as and when requested by you, at your sole cost, by executing any assignment documents reasonably required by you. Until such time as those intellectual property rights are assigned to you, the IFBA shall hold all such rights on trust for you, and you shall have an exclusive worldwide, royalty-free licence under those intellectual property rights and to use the Bespoke Deliverables for any purpose.

7.8 You hereby grant to the IFBA a non-exclusive, non-transferable, royalty-free licence to use your property (including logos and trademarks) and the Bespoke Deliverables, solely to the extent necessary to enable us to provide the Services.

8. How we may use your personal information

8.1 We will use any personal information you provide to us to:

(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

8.2 Further details of how we will process personal information are set out in [LINK TO PRIVACY POLICY].

9. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 Nothing in the Contract limits or excludes our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with using the Services for:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.

9.3 You agree that your use of the Services is on an "as is" and "as available" basis and that your use of the Services is at your sole risk. We do not guarantee continuous uninterrupted or secure access to the Services and operation of the Services may be interfered with by numerous factors outside of our control.

9.4 We do not provide conditions, warranties or other terms in relation to the Services or any of the Materials to the fullest extent permissible by law. You are solely responsible for considering whether using any of our Materials is suitable for your business and we give no warranties as to the suitability of any of our Materials.

9.5 Nothing in these Terms limits or affects the exclusions and limitations set out in our [LINK TO WEBSITE TERMS AND CONDITIONS OF USE].

9.6 This clause 9 will survive termination of the Contract.

10. Confidentiality
10.1 We each undertake that we will not at any time, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.

10.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

11. Termination

11.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

11.2 On termination of the Contract you must cease to use the Portal and you shall not be permitted access or download any further Materials from the Portal.

11.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

12. Communications between us

12.1 When we refer to "in writing" in these Terms, this includes email.

12.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

12.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.

12.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.

12.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

13. General

13.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

13.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

13.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

13.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

13.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

13.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

“We thought long and hard, trying to justify the expense...DON’T! Just invest and join.”

Dan Oliver
Field of Fitness, Guildford
Read Dan's Full Story

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