Referral Programme Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS") CAREFULLY BEFORE PARTICIPATING IN THE TRAIN FITNESS INTERNATIONAL LIMITED (TFI) REFERRAL PARTNER PROGRAMME. THESE LEGALLY BINDING TERMS AND CONDITIONS GOVERN YOUR PARTICIPATION IN THE REFERRAL PARTNER PROGRAMME (THE "PROGRAMME"). DO NOT PARTICIPATE IN THE PROGRAMME IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING.

1. Eligibility

To qualify for participation in the Programme (including, without limitation, receipt of Referral Fees (as defined below) you must:

i.

be an individual who is at least eighteen (18) years old;

ii.

register as a Referral Partner on train.fitness (“Referral Partner”) in accordance with clause 2;

iii.

be able to receive payments via PayPal or have a UK bank account;

iv.

not operate as a TFI licensee.

2. Referral Partner Registration

To register as a Referral Partner you must complete the Referral Partner registration on train.fitness/refer (the “Referral Page”). Subject to clauses 3 and 4, payment of a Referral Fee will only be considered for Referral Partners.

3. Referral Fees

If you refer to TFI a person who enrols on a course with TFI (a “Referral”), you will earn a fee of 10% of the net value of that course ("Referral Fee"). A Referral Fee is not earned on amounts collected for Value Added Tax (VAT) or for shipping, handling, administration fees and or interest fees and charges included in payment plans or similar charges. A Referral Fee is not payable on any course where the course fees have been discounted. TFI reserves the right to reclaim from a Referral Partner the Referral Fee paid to them for a course that is refunded to or reclaimed by the Referral (for example, through a bank chargeback); and for a course that is not paid in full by the Referral.

You acknowledge you are responsible for and will pay all tax and national insurance contributions which are due in relation to any Referral Fee and agree to indemnify TFI in respect of all income tax and national insurance contributions which may be found due from TFI in respect of any Referral Fee together with any accumulated interest or penalties.

4. Payment Terms

TFI will inform the Referral Partner when there has been a successful Referral and a Referral is due. Payment of any Referral Fee to you shall be made via electronic bank transfer or PayPal within thirty (30) days of receipt of a valid invoice for such Referral Fee. Payment shall not be made by any other method unless otherwise expressly agreed in writing by TFI. All decisions relating to payments under the Programme are the reserve of TFI alone and all decisions are final.

5. Term/Termination

This Agreement shall commence on the date of Referral Partner Registration and shall remain in effect unless terminated as provided in this Agreement. Either party may terminate this Agreement, with or without cause, by giving written notice of termination to the other party (email is sufficient). Section 7 shall survive termination of this Agreement. You will be eligible to earn a Referral Fee only on enrolments generated during the term of this Agreement.

6. Representations and Warranties

You hereby represent and warrant that: (i) you will comply with applicable laws or regulations (including, without limitation, copyright laws and anti-spam laws) in connection with your participation in the Programme and you will not use the Programme for any illegal or unauthorised purpose; (ii) you will not misrepresent your relationship with TFI to any third party and you will not make any warranty or representation on behalf of TFI (including with respect to the pricing of TFI courses); and (iii) your participation in the Programme does not and will not violate any agreement between you and any third party. You agree that TFI will have no liability for your breach of the foregoing and you will indemnify and hold TFI harmless from any damages resulting there-from.

7. Modifications to the Terms

TFI reserves the right, at its sole discretion, to modify or replace any of these Terms and Conditions, or change, suspend, or discontinue the Programme (including, without limitation, the payment of Referral Fees) at any time by posting a notice on its website or by sending you an email. TFI may also impose limits on your participation in the Programme without notice or liability. It is your responsibility to check these Terms and Conditions, which are available at https://train.fitness/more/terms-conditions/referral-programme-terms-and-conditions, periodically for changes. Your continued use of the service following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes. Changes may include, but are not limited to, conditions of Referral Registration, changes in the scope of Referral Fees, commission schedules, payment procedures. If you find any changes unacceptable, your only recourse is to terminate this Agreement and cease to participate in the Programme. Your continued participation in the Programme following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.

8. Referral Partner Responsibilities

TFI have the right at any and all times to monitor and review your Referral record to determine if you are in compliance with the terms of this Agreement.

9. Name and Trademark Licenses

A. Licenses
This Agreement includes our grant to you of non-exclusive, non-transferable, revocable licenses to (i) access our website through the links established, strictly in accordance with the terms of this Agreement and (ii) use those designs, trade names, trademarks, and similar identifying material relating to us which we authorise you to use (collectively, the “Licensed Marks”), for the sole purpose of referring potential students who may enrol on TFI courses, and strictly in accordance with the terms of this Agreement. You may not alter, modify, or change the Licensed Marks in any way. We may alter, modify, or change the Licensed Marks, in our sole discretion, upon notice to you.

B. Restrictions on Use
You shall not make any specific use of any Licensed Marks without first submitting a sample of such to us and obtaining the prior written consent of TFI, which may be withheld. You agree not to use the Licensed Marks in any manner that is disparaging, portrays us in a negative light, or otherwise harms the good name and reputation of TFI. All other rights in the Licensed Marks are reserved. We may revoke your licenses at any time, by giving you written notice.

10. Relationship of Parties

Each party to this Agreement is an independent contractor; and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that would contradict anything in this Agreement.

11. General Terms and Conditions

A. Assignment and Waiver
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against, the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

B. Disclaimers
We make no express or implied warranties or representations with respect to the Programme or any courses sold in relation to the Programme (including, without limitation, warranties of fitness for purpose, merchantability, non-infringement, or any implied warranties arising out of performance, dealing, or trade usage). In addition, we make no representation that our website will operate, or that operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any of the foregoing.

C. Referral Partner’s Representations
You hereby represent and warrant to us as follows:

1.

This Agreement constitutes a legal, valid, and binding obligation on your part, enforceable against you in accordance with its terms.

2.

There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Referral of yours, with respect to the execution, delivery or consummation of this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

D. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, we both agree that all information including, without limitation, business and financial information, student lists, and pricing and sales information, concerning us or you, respectively, or any of our Referrals provided by or on behalf of any Referral Partner shall remain strictly confidential and secret and shall not be disclosed to third parties, or utilized, directly or indirectly, by such party for its own business purposes (except as contemplated by this Agreement) or for any other purpose except, and solely to the extent that, any such information is generally known or available to the public through a source or sources other than such party hereto or its Referral. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information:

1.

to any person pursuant to an order issued by any court or administrative agency,

2.

to its accountants, lawyers, or other professional advisors on a confidential basis,

and

3.

otherwise as required by applicable law.

E. Limitation of Liability
We will not, for any reason whatsoever, be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Programme, even if we have been advised of the possibility of such damages. Without limiting the generality of the foregoing, our aggregate liability will not for any reason whatsoever exceed the total Referral Fees paid or payable to you under this Agreement.

F. Indemnification
You hereby agree to indemnify and hold harmless TFI, its subsidiaries and Referrers, and their members, students, Referrals, directors, officers, employees, agents, shareholders, partners, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including solicitor’s fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on:

1.

any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein,

or

2.

any claim related to you or your website, including, without limitation, content not provided by us.

G. Independent Investigation
You acknowledge that you have read this Agreement, understand it in its entirety, and agree to all of its Terms and Conditions. You understand that we may at any time (directly or indirectly) solicit Referrals on terms that may differ from those contained in this Agreement. You have independently evaluated the desirability of participating in the Programme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

12. Miscellaneous

TFI may assign and transfer this Agreement and its rights and obligations hereunder freely without consent. The parties further agree that if any portion of this Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable. Except as expressly set forth herein, this Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.

TFI will protect the integrity of the Programme and its services. If any Referral Partner brings the Programme or TFI into disrepute at any time, they may forfeit the right to receive any Referral Fee due.