End User Licence Agreement

END USER LICENCE AGREEMENT
VERSION 1.0 | EFFECTIVE DATE: 01/11/2026 | LAST UPDATED 01/11/2026

This End User Licence Agreement (EULA) applies to clients and other end users who access the Gymlium software through a personal trainer or other business customer of Gymlium Ltd (company number 17337013, registered office: Wiston House, 1 Wiston Avenue, Worthing, West Sussex, BN14 7QL, England). In this document, that personal trainer or business customer is the Licensee and Gymlium Ltd is the Provider.

IMPORTANT NOTICE

The Solution is a technology platform. Gymlium Ltd does not provide personal training, medical, healthcare, exercise or nutrition advice. Content and services supplied by a Licensee are the responsibility of that Licensee. Nothing in this EULA limits rights or remedies that cannot lawfully be limited under applicable consumer or data protection law.

HOW YOU ACCEPT

Please read this EULA before accessing or using the Solution. You accept it in the manner described in the original EULA schedule below. Where an acceptance checkbox or similar mechanism is presented, selecting it also confirms your acceptance, and the Provider or Licensee may retain an electronic record of that acceptance.

KEY TERMS

1 APPLICABILITY AND DEEMED ACCEPTANCE

(a) This EULA applies to any End Users of the Solutions. You agree to, and will be deemed to have accepted, this EULA when you access the Solutions.

(b) By accessing the Solutions, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.

(c) This EULA commences on the date the Solutions are provided to you and will end when written notice is provided to you.

2 USE OF LICENSED MATERIALS

2.1 GRANT OF LICENCE

(a) You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.

(b) You must only use the Licenced Materials:

(i) in accordance with the limitations of the Purpose;

(ii) in a manner that is consistent and compliant with clause 2.2; and

(iii) in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2 RESTRICTIONS ON LICENCE

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:

(a) upload sensitive information except where such information is reasonably required for the use of the Solution for fitness, coaching, wellness or personal training purposes and is processed in accordance with applicable Data Protection Legislation;

(b) upload any harmful, discriminatory, defamatory, maliciously false implications, offensive,  explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;

(c) upload any material that is owned or copyrighted by a third party;

(d) make copies of the Solution;

(e) adapt, modify or tamper in any way with the Solution;

(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution;

(g) create derivative works from, translate or reproduce the Solution;

(h) publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;

(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;

(j) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;

(k) attempt to circumvent any technological protection mechanism or other security feature of the Solution;

(l) permit any person to use or access the Solution;

(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;

(n) share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;

(o) use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor

(p) act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

2.3 LIMITATIONS OF SOLUTION

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

(a) the Solutions will be free from errors or defects;

(b) the Solutions will be accessible or available at all times; or

(c) any information provided through the Solutions is accurate or true.

3 DISCLAIMERS

(a) The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solutions. 

(b) The Provider provides the technology platform through which the Licensee may provide services and content to the End User. The Provider does not itself provide personal training, fitness, exercise, nutrition, medical or healthcare advice or services.

(c) Any training programmes, workouts, nutrition information, recommendations, communications or other content made available by the Licensee through the Solution are provided by that Licensee and not by the Provider.

(d) The Provider does not supervise, endorse or assume responsibility for the professional services or advice provided by the Licensees.

(e) End Users are responsible for considering their own health and physical circumstances before undertaking exercise or making changes to their diet and should obtain appropriate professional or medical advice where necessary.

(f) To the extent permitted by law, the Provider is not responsible for injury, illness, loss or damage resulting from services, advice, programmes or content provided by a Licensee or from an End User's participation in exercise or other activities undertaken through or in connection with the Solution.

(g) You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(h) To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solutions to £100 in aggregate. This includes the transmission of any computer virus.

(i) You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this EULA (or both, as the case may be).

(j) You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify the Provider for any such damage, loss or expense.

(k) All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and

(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

(l) To the maximum extent permitted under applicable law, under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solutions, this EULA or their subject matter, except to the extent this liability cannot be limited or excluded under applicable law.

4 TERMINATION

4.1 AUTOMATIC TERMINATION

This agreement will be automatically terminated, and your licence to the Solutions will be immediately revoked, if the Head Agreement expires or is terminated.

4.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or

(b) you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

4.3 EFFECT OF EXPIRY OR TERMINATION

(a) In the event of expiry or termination of this EULA, you must:

(i) immediately cease using the Solutions; and

(ii) remove the Solutions from all materials in your care, custody or control that feature the Solutions, and, if the Solutions cannot be removed, then at the Provider’s option, return or destroy all such material.

(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

4.4 YOUR DATA ON TERMINATION

You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

5 GENERAL

5.1 GOVERNING LAW AND JURISDICTION

This EULA 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. 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 this EULA or its subject matter or formation.

5.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

5.3 FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

5.4 ASSIGNMENT

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.

5.5 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

6 ADDITIONAL PROVISIONS

These provisions supplement, and do not replace or remove, the original EULA schedule above. If a provision below conflicts with a mandatory right under applicable law, that mandatory right prevails.

6.1 ELIGIBILITY AND ACCOUNTS

You must provide accurate account information, keep your login credentials secure and notify the Provider or Licensee promptly if you believe your account has been compromised.

If you are under 18, you may use the Solution only with the permission and supervision of a parent or legal guardian. Where applicable law requires a parent or guardian to accept these terms for you, that person must do so before you use the Solution.

6.2 THE LICENSEE’S SERVICES

Your arrangement for personal training, coaching or other professional services is with the Licensee. The Licensee is responsible for those services, its communications with you and the content it makes available through the Solution. Questions or complaints about those services should be directed to the Licensee. Questions about the operation or security of the Solution may be directed to the Provider.

6.3 YOUR CONTENT

You retain ownership of content and information that you upload or submit to the Solution (Your Content). You grant the Provider and the relevant Licensee a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Your Content only so far as reasonably necessary to provide, secure, support and improve the Solution and the services you request.

You must have the rights and permissions needed to submit Your Content and must not submit content that infringes another person’s rights or is unlawful.

6.4 PERSONAL DATA AND HEALTH INFORMATION

The Provider processes personal data in accordance with its Privacy Policy and applicable Data Protection Legislation. The Licensee may separately control personal data that it collects or uses in providing its services and should explain its own processing to you.

Health, fitness, nutrition and similar information may be special category personal data. You should submit it only where it is relevant to the services you request and you are comfortable doing so. You may contact the Provider or Licensee, as applicable, to exercise your data protection rights.

6.5 ARTIFICIAL INTELLIGENCE FEATURES

The Solution may include features that use artificial intelligence to assist with drafting or suggesting content. AI-generated output may be incomplete, inaccurate or unsuitable for your circumstances. It is not medical or professional advice. You and the Licensee must review such output before relying on or using it.

6.6 UPDATES, DEVICES AND THIRD-PARTY SERVICES

The Provider may issue updates that are reasonably required for security, compatibility, legal compliance or continued operation of the Solution. You are responsible for maintaining a compatible device, operating system and internet connection and for installing updates made available through the relevant app store.

App stores, payment providers, device manufacturers and other third-party services may apply their own terms and privacy notices. The Provider is not responsible for a third-party service except to the extent required by law.

6.7 RELATIONSHIP CHANGES AND ACCOUNT CLOSURE

If your relationship with a Licensee ends, your access to that Licensee’s services or content through the Solution may also end. Your account may be reconnected to another participating Licensee where the Solution supports that function and the relevant parties authorise it.

You may request closure of your account by contacting the Provider or, where applicable, through the Solution. Account closure does not require immediate deletion of information that must be retained for legal, security, dispute-resolution or legitimate record-keeping purposes. Personal data will be retained and deleted in accordance with the applicable Privacy Policy and Data Protection Legislation.

6.8 CONSUMER RIGHTS AND LIABILITY SAVINGS

Nothing in this EULA excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

Nothing in this EULA affects any statutory rights or remedies available to you as a consumer. Any exclusion, limitation or indemnity in the original EULA schedule applies only to the extent permitted by law and will not require a consumer to indemnify the Provider for loss caused by the Provider’s own breach, negligence or unlawful act.

6.9 CHANGES TO THIS EULA

The Provider may change this EULA where reasonably necessary to reflect changes to the Solution, law, regulation, security requirements or business operations. Where a change materially disadvantages you, reasonable notice will be given through the Solution, by email or by another appropriate method before the change takes effect, unless an urgent legal or security reason requires earlier action. If you do not agree to a material change, you must stop using the Solution.

6.10 COMPLAINTS, CONTACT AND JURISDICTION

Questions or complaints about this EULA or the Solution may be sent to Gymlium Ltd using the contact details published in the Solution or on the Provider’s website.

The governing law and jurisdiction wording in the original EULA schedule does not deprive a consumer resident in Scotland or Northern Ireland of any right to bring proceedings in the courts of the part of the United Kingdom in which that consumer lives, where applicable law permits.

6.11 TRANSLATION OF THESE TERMS

The Platform and these Terms may be translated into languages other than English. Where any inconsistency exists between an English-language version and a translated version, the English-language version shall prevail.