Ravi Summan Wellness Limited: Terms & Conditions of Service

MEDICAL DISCLAIMER: ANY SERVICES OR ADVICE PROVIDED BY RAVI SUMMAN WELLNESS LIMITED ARE PROVIDED ON AN ‘AS IS’ BASIS ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE UNDER ANY CIRCUMSTANCES. WE RECOMMEND THAT YOU OBTAIN ADVICE FROM YOUR GP OR A DOCTOR IN THE EVENT THAT YOU HAVE, OR DEVELOP, ANY MATERIAL INJURIES OR MEDICAL CONDITIONS. YOU ARE SOLELY RESPONSIBLE FOR YOUR HEALTH AND SAFETY.

Parties:

1. RAVI SUMMAN WELLNESS LIMITED is a company incorporated and registered in England and Wales with company number 12373717 whose registered office address is 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (“Ravi Summan Wellness Limited” / “we” / “us”); and
2. You are the CLIENT who has engaged us to provide you with our Services (the “Client” / “you”).

1.Definitions and Interpretation

1.1.The definitions and rules of interpretation in this clause apply in these Terms & Conditions of Service (“Agreement”):

Client Materials: all information, text, photos and other materials provided by you to us for use in the provision of the Services;

Data Protection Laws: means the Data Protection Act 2018 and any other applicable data protection and privacy laws and regulations as amended, replaced or superseded from time to time, and to the extent applicable, the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws;

Deliverables: all text, data and reports developed or provided by Ravi Summan Wellness Limited to you in relation to the Services in any media, including work-out plans and nutrition programmes;

Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world; and
Services: the services to be provided by Ravi Summan Wellness Limited to the Client under this Agreement. This can include the provision of coaching / training sessions (either online or in person), personal training, personal development services, diet, nutrition advice and wellness services and will be provided in accordance with the specification of the applicable Service Programme at Schedule 1.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.2.  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation for the time being in force made under it.

1.3.  The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.4.  Clause headings are for reference purposes only and shall not affect the interpretation of the clause.

1.5.  Time shall not be ‘of the essence’ for the performance of the Services.

1.6.  A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.

2.      Engagement

2.1.  This Agreement shall:

2.1.1.  apply to and be incorporated into any Services purchased by you; and

2.1.2.  prevail over any inconsistent terms or conditions contained in, or referred to in, the Client's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2.  All orders for Services that you place on the Ravi Summan Wellness Limited website (based on the various Service Programmes detailed in Schedule 1) (“Orders”) are subject to acceptance by Ravi Summan Wellness Limited and subject to the availability of the relevant instructor. If the Services ordered are not available, you will be notified by e-mail and you will have the option either to wait until the Services are available or to cancel your Order.

2.3.  Any Orders placed by you will be treated as an offer to purchase the Services from us and we have the right to reject such offers at any time. We only accept your offer, and conclude the contract for the Services ordered by you, when we: (i) receive the initial payment for the Services in clear funds; and (ii) send you an email confirmation of your Order.

2.4.  Once an Order has been confirmed in accordance with clause 2.3, in consideration of payment to Ravi Summan Wellness Limited of the Fees, the Client engages Ravi Summan Wellness Limited under this Agreement, and Ravi Summan Wellness Limited agrees, to provide the Services and provide the agreed Deliverables.

2.5.  You must be over the age of 18 years old to place an Order through the Ravi Summan Wellness Limited website.

3.      General Obligations

3.1.  We will provide the Services to you using reasonable care and skill. Our instructors provide the Services based on their experience as personal fitness trainers and health and wellness practitioners. However, it your sole responsibility to check with your GP or medical practitioner for medical advice before undertaking any fitness training or exercises recommended by your instructor.

3.2.  You must provide any information required by us promptly upon request. You must keep the information that we hold on you up to date and promptly notify us of any changes to your health.

3.3.  You must promptly complete our Physical Activity Readiness Questionnaire (PAR-Q) form to detail your current health status and details of any injuries or conditions (it being acknowledged that the PAR-Q form is not limited to physical activity, but also includes personal development services). You must ensure that this is fully complete and accurate.

3.4.  From time to time we may request that you provide us with certain Client Materials or assistance to enable us to fully perform the Services and you agree that this will promptly be provided to us. If we are unable to perform our obligations to you under this Agreement because we have been prevented or delayed by you, such as your failure you must ensure the accuracy of all such Client Materials or information provided to us. If we are unable to do something requested of you, we will not be liable for any delays which may occur in the provision of the Services.

3.5.  The Services are intended to be primarily provided to you online (typically via the Zoom or WebEx platforms (as we notify to you from time to time), but may include in-person training (subject to our prior approval and subject to health and safety requirements being adhered to at the relevant training site and the availability of you and your instructor). The Client is solely responsible for ensuring that the training site is fit for purpose and meets the required health and safety requirements.

3.6.  On-line sessions may be provided to groups of clients and for Bronze and Silver Tier Clients, the instructor will use reasonable efforts to arrange the sessions with participants of similar fitness levels and health and goals. However, this is subject to the availability of these participants being able to take part in the same group training session in the particular time scheduled for the training.

3.7.  You are solely responsible for ensuring that you have a computer device and Internet connection suitable for you to receive any online Services. The online transmission quality of the training sessions is subject to internet speed, local telephone exchange, network coverage and other external factors of infrastructure outside the control of Ravi Summan Wellness Limited.

4.      Informed Consent

4.1.  The training sessions that are to be delivered to you are designed to gradually improve cardiovascular fitness, muscular fitness, overall health and flexibility. Training programmes are designed to meet your goals. In doing so it is necessary to work at a higher level of exertion compared to your everyday activity. You may therefore experience quicker breathing, increased heart rate, and increased stress on joints or muscles. You may become hot and sweaty and experience some short-term muscle soreness on the days following the training.

4.2.  All reasonable steps will be taken to ensure that activities are safe and effective, and that the risk of injury is minimised. If at any time you feel pain or discomfort, stop performing the activity and inform your instructor.

5.      Fees and Payment

5.1.  For any of the following coaching Services, there is a fixed fee which will apply to the applicable programme type that you select, as further detailed in Schedule 1 (each a “Programme”):

5.1.1.  “Initial 12 Week Training Programme” (Bronze, Silver or Gold Package) - this is a fixed-term, 12 week programme, paid in accordance with clause 5.2. Completion of this Programme is mandatory before moving onto a further Programme; and

5.1.2.  “Six Month Training Programme” (Platinum) – following your successful completion of the Initial 12 Week Training Programme, this is an agreed upon fixed-term, six month programme, paid in accordance with clause 5.3; or

5.1.3.  “12 Month Training Programme” (Elite) – following your successful completion of the Initial 12 Week Training Programme, this is an agreed upon fixed-term, 12 month programme, paid in accordance with clause 5.3.

5.2.  The fees for the Initial 12 Week Training Programme must be paid by you to Ravi Summan Wellness Limited in full and in advance.

5.3.  The fees for any Six Month Training Programme or 12 Month Training Programme must be paid by you to Ravi Summan Wellness Limited as follows:

5.3.1.  an initial payment of 50% shall be payable in advance of the commencement of the Programme; and

5.3.2.  a further payment of 50% within 30 days after the start of the relevant Programme.

5.4.  We accept payment processed via the website or via BACS or bank transfer to our designated bank account.

5.5.  You will not be entitled to set-off, counterclaim, deduct or withhold payment under this Agreement.

5.6.  If you do not pay an invoice issued to you by the relevant due date, we reserve the right to take the following actions:

5.6.1.  charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or

5.6.2.  suspending the Services we provide to you.

5.7.  We may set-off any liability that you may have to us against any liability that we may have to you.

5.8.  Where you are based outside of the UK then we may convert our fees to another currency using our preferred currency conversion website.

6.      Intellectual Property Rights

6.1.  You hereby grant Ravi Summan Wellness Limited a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Client Materials solely for use in the provision of the Services and the creation and use of the Deliverables.

6.2.  Ravi Summan Wellness Limited warrants, to the best of its knowledge, that the Deliverables (excluding any Client Materials) and any third party materials contained therein do not infringe any third party Intellectual Property Rights.

6.3.  We will retain all Intellectual Property Rights and other rights in the Deliverables. You acknowledge that Ravi Summan Wellness Limited and its personnel may use any non-confidential details of the Services and the Deliverables (including sharing any analysis or Service results) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on our website).

6.4.  We hereby grant you a non-exclusive, perpetual, irrevocable, non-transferable, royalty-free, worldwide licence to allow you to make reasonable internal use of the Deliverables. The Deliverables may not be shared with any third parties or used for any commercial purposes.

6.5.  The Client will indemnify and keep Ravi Summan Wellness Limited indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Ravi Summan Wellness Limited arising out of or in connection with any claim:

6.5.1.  in relation to the Client Materials infringing a third party’s Intellectual Property Rights;

6.5.2.  in relation to the Client Materials’ contents, accuracy or completeness; and/or

6.5.3.  for any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to us.

7.      Confidentiality

7.1.  A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).

7.2.  In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:

7.2.1.  to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;

7.2.2.  not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and

7.2.3.  to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

7.3.  Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:

7.3.1.  is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;

7.3.2.  the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;

7.3.3.  the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;

7.3.4.  is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or

7.3.5.  is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.

7.4.  This clause 7 shall survive termination of this Agreement, however arising.

7.5.  Notwithstanding this clause 7, Ravi Summan Wellness Limited may use information relating to you and your performance and progress throughout your use of the Services in an anonymized and aggregated manner.

8.      Data Protection

8.1.  The parties agree to comply with their respective obligations under the applicable Data Protection Laws.

8.2.  We shall process your Personal Data in accordance with our Privacy Notice which can be found HERE (as updated from time to time).

9.      Limitation of Liability

9.1.  This clause 9 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:

9.1.1.  arising under or in connection with this Agreement;

9.1.2.  in respect of any use made by the Client of the Services, the Deliverables or any part of them; and

9.1.3.  in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

9.2.  All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

9.3.  Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or (iii) under any indemnities in this Agreement.

9.4.  Subject to clause 9.3:

9.4.1.  neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

9.4.2.  each party’s total liability to each other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to two times the fees paid or payable for the duration of the relevant Services provided to the Client by Ravi Summan Wellness Limited (up to maximum of 12 months).

9.5.  DISCLAIMER: any Services or advice provided by Ravi Summan Wellness Limited are provided on an ‘as is’ basis only and do not constitute medical advice under any circumstances. We recommend that you obtain advice from your GP or a doctor in the event that you have, or develop, any material injuries or medical conditions.

10.   Cancellations

10.1. You have the right to cancel the Services within 14 days of this Agreement taking effect (“Cancellation Period”) by notifying us in writing. We like to get started as soon as possible, so you hereby authorise us to provide you with the Services during the Cancellation Period (i.e. we won’t wait until after the 14 days before we start working with you). However, if you do want to cancel during the Cancellation Period, we will only charge you for the proportion of the Services provided up to the point of cancellation (which may include the creation of a work-out plan and nutrition plan as these are created on a bespoke basis for you).

10.2. To exercise the right to cancel, you must inform us of your decision to cancel the Order by a clear statement (e.g. by a letter sent by post or by email). You may use the example model cancellation form below, but it is not obligatory.

Model Cancellation Form:

To: RAVI SUMMAN WELLNESS LIMITED, 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ

I hereby give notice that I cancel my contract of sale of the following Services:

ordered on:

Order number:

Name of customer:

Address of customer:

Signature of customer (only if sent by paper):

Date:

10.3. If you need to cancel a coaching or training session with less than 24hrs notice it will unfortunately be counted from the month’s sessions as we work closely with our clients meaning time is very valuable to all. In the unlikely event that we need to cancel a session, we’ll provide as much notice as possible and ensure you receive an additional training session at a mutually convenient time.

11.   Termination

11.1. Each of the Service Programmes will automatically terminate at the end of the relevant period as detailed in clause 5.1.

11.2. Subject to clause 10 , you may terminate this Agreement and any Service Programme at any time for convenience upon providing Ravi Summan Wellness Limited with written notice. In such circumstances, you will be required to pay an admin fee of 5% of the fees that would have been payable between the effective date of termination and the end of your current Service Programme (“Admin Fee”). Where the fees have been paid in advance, we will provide you with a pro-rata refund for any Services that would have been provided after the effective date of termination, less the Admin Fee.

11.3. Ravi Summan Wellness Limited may terminate any Service Programme and/or this Agreement at any time for convenience and without liability at any time immediately upon providing you with written notice. In such circumstances, we will provide you with a pro-rata refund for any Services that would have been provided after the effective date of termination, or a full refund where no training sessions have been completed at the effective date of termination.

11.4. Without limiting any other rights or remedies, either party may terminate the Agreement with immediate effect by providing written notice to the other (defaulting) party upon, or at any time after, the occurrence of any of the events specified below:

11.4.1.   a breach by the defaulting party of its obligations under the Agreement which (if the breach is capable of remedy) the defaulting party has failed to remedy within 14 days after receipt of notice in writing requiring the defaulting party to do so; or

11.4.2.   an event, including (or similar in nature to) the following: (i) the defaulting party is unable to pay its debts as they fall due; (ii) the defaulting party goes into bankruptcy or liquidation either compulsorily (except for the purpose of restructuring or amalgamation) or voluntarily; or (iii) the defaulting party ceases to carry on its business.

11.5. We won’t be liable if we are prevented from, or delayed in, performing our obligations under the Agreement due to any unforeseeable acts, events, omissions or accidents beyond our reasonable control. Where such an event continues for a period of 4 weeks or more, either party may immediately terminate the Agreement without liability by providing the other party with written notice.

12.   Miscellaneous

12.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

12.2. It may be necessary for us to update this Agreement and its terms from time to time. If you continue to use the Services after we have informed you of any amendments or additional terms to the Agreement, you will be deemed to have accepted these changes and they will be incorporated into this Agreement.

12.3. Subject to clause 12.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.

12.4. 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.

12.5. All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s address. It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this Agreement.

12.6. You may not assign this Agreement without our prior written consent. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

12.7. Nothing in the Agreement is intended to or shall operate to create a partnership between us, or to authorise either party to act as agent for the other, and neither party shall have authority to act on behalf of or otherwise to bind the other in any way.

12.8. No one other than a party to this Agreement shall have any right to enforce any of its terms.

12.9. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.10. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

12.11. If you have any issues with our Services, please contact us at info@ravisumman.com. Please note that the European Commission has established the ODR Platform, which is available at http://ec.europa.eu/consumers/odr/, as a potential means of resolving disputes.

12.12. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

12.13. To the extent that you are a resident of a country other than England, where any mandatory local law in your country cannot be lawfully excluded, this Agreement shall be deemed to be modified to the extent required to give effect to such mandatory local laws.

Schedule 1: Service Programmes

Bronze – Entry Package: 12 weeks. Price: £900

• Review and Progress call every month.
• Every week, one group training session (group of up to six members).
• Tailor made training programme.
• Customised eating and meal plans.
• All training and diet programmes to be reviewed each month.
• Access to articles on nutrition and training.
• Email and online support.
• After 12 weeks, option to progress to six or twelve month elite online package.

Silver Package: 12 weeks. Price: £1200

• Review and Progress call every two weeks.
• One weekly session of group training session (group of up to three members).
• Tailor made training programme.
• Customised eating and meal plans.
• All training and diet programmes to be reviewed each month.
• Access to articles on nutrition and training.
• Email and online support.
• After 12 weeks, option to progress to six or twelve month elite online package.

Gold – 12 weeks. Price: £2400

• Review and Progress call every week.
• Every week, two sessions of one to one personal training.
• Tailor made training programme.
• Customised eating and meal plans.
• All training and diet programmes to be reviewed each month.
• Access to articles on nutrition and training.
• Email and online support.
• After 12 weeks, option to progress to six or twelve month elite online package.

Platinum – Six months. Price: £6,000

• Review and Progress call every week.
• Each week, three sessions of one to one personal training.
• Tailor made training programme.
• Customised eating and meal plans.
• All training and diet programmes to be reviewed each month.
• Access to articles on nutrition and training.
• Email and online support.

Elite – 12 months. Price: £12,000

• Review and Progress call every week.
• Each week, three sessions of one to one online personal training.
• Tailor made training programme.
• Customised eating and meal plans.
• All training and diet programmes to be reviewed each month.
• Access to articles on nutrition and training.
• Email and online support.