Standard Terms & Conditions for supply of goods and services by Ellipsis Training and Adventures Ltd

1 DEFINITIONS

In this policy the highlighted words shall have the following meanings:

1.1 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;

1.2 “Customer” means any person who purchases Goods and Services from the Supplier;

1.3 “Goods” means the articles specified in the Proposal;

1.4 “Proposal” means a statement of work, quotation or other similar document describing the Goods and Services to be provided by the Supplier;

1.5 “Services” means the services specified in the Proposal;

1.6 “Supplier” means Ellipsis Training and Adventures Ltd, Registered Office: 128 City Road, London, England, EC1V 2VX, and any sub-contractors working on behalf of the Supplier.

1.7 “Terms and Conditions” means the terms and conditions of supply set out in this policy and any additional special terms and conditions agreed in writing by the Supplier.

1.8 “Website” refers to the main web presence of Ellipsis Training and Adventures Ltd,, www.ellipsistrainingandadventures.com and www.crossfitellipsis.com.

1.9 “Materials” means the written information, pictures, diagrams, videos, and all other digital content published by Ellipsis Training and Adventures Ltd on the Website, within the Client Portal or on our social media.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by the Supplier to the Customer and shall prevail over any other documentation or communication from the Customer.

2.2 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Supplier.

2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.

2.4 Nothing in these Terms and Conditions shall affect the Customer’s statutory rights as a Consumer.

2.5 Ellipsis Training and Adventures Ltd reserves the right to refuse or cancel services at any time, should the behaviour of clients/potential clients warrant such action, or for other legitimate reasons.

3 THE ORDER

3.1 The Proposal attached to these Terms and Conditions shall remain valid for a period of one day.

3.2 The Customer shall be deemed to have accepted the Proposal by placing an order with the Supplier (“the Order”) within the period specified in Clause 3.1.

3.3 All Orders for Goods and Services shall be deemed to be acceptance of the Proposal pursuant to these Terms and Conditions.

3.4 Orders for the ‘Ellipsis Affiliate System’, ‘Ellipsis Quality Mark’ and / or ‘Template on Demand’ subscription(s) are for a minimum of 12 months (24 months for the Quality Mark) and based on a single location. Additional locations may be added for an extra 50% cost.

3.5 The ‘Template on Demand’ service entitles the Customer to two (2) document templates per month. Orders must be placed before 10^th of the month. Monthly allocations will not ‘roll over’ or accumulate if not claimed, other than at the sole discretion of Ellipsis Training and Adventures Ltd. The Customer is not permitted to share these templates outside of their organisation and future template updates will not be included in the purchase. This service does not include the Gap Analysis documents, annual document updates, online audit, or access to the Casual Trainer Register / Client Portal. ***Disclaimer: The Templates are designed to work as part of a fully integrated system with numerous cross-references. Full functionality of the system will not be in place unless all documents are purchased, and this service is offered on acceptance of this. This does not mean you have to purchase everything, but that this may create gaps in the system.***

4 PRICE AND PAYMENT

4.1 The price for the Goods and Services is as specified in the Proposal and is inclusive of any applicable charges outlined in the Proposal.

4.2 Payment of the price shall be in the manner specified in the Proposal.

4.3 The customer must make payment before delivery of the Goods or Service.

5 DELIVERY

5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

5.2 Wherever possible the Supplier will aim to complete delivery of physical orders within 14 days from the placement of the order.Where orders require posting, the Supplier aims to complete this within 7 days from placement of the order.

5.3 All risk in the Goods shall pass to the Customer upon delivery.

6 TITLE

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods. The Goods and Materials are only permitted for sole use by the Customer and are not permitted for resale or distribution anywhere other than in relation the Customer’s own business.

7 CUSTOMER’S OBLIGATIONS

To enable the Supplier to perform its obligations the Customer shall:

7.1 co-operate with the Supplier;

7.2 provide the Supplier with any information reasonably required by the Supplier;

7.3 obtain all necessary permissions, licenses and consents which may be required before the commencement of the services, the cost of which shall be the sole responsibility of the Customer; and

7.4 comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.

7.5. not copy, reproduce or replicate any Goods or Materials from the Supplier in any way other than for their own internal business use.

8 SUPPLIER’S OBLIGATIONS

8.1 The Supplier warrants that the Goods will at the time of delivery correspond to the description given by the Supplier

8.2 The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.

8.3 The Supplier accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defects.

8.4 In addition to the Customer’s statutory rights, the Supplier guarantees all Goods against faulty workmanship and materials for a period of 14 days from the date of delivery.

8.5 The Supplier provides the following guarantee(s) in relation to the Services carried out: a) All staff working for or on behalf of Ellipsis Training and Adventures Ltd will meet a minimal quality and capability standards, b) There will be at least one first aid qualified individual present in any class, seminar, workshop or personal training session, c) Kids trainers will be DBS/PVG checked.

9 CANCELLATIONS AND REFUNDS​

9.1 Where the Goods are faulty or do not comply with any of the contract, the Customer must notify the Supplier by emailing: ellipsisaffiliatesystems@gmail.com.

within 14 days of delivery and the Customer shall be entitled to replacement Goods or a full refund.

9.2 The Customer may cancel an Order by notifying the Supplier by email to ellipsisaffiliatesystems@gmail.com within two days of placing an Order and any deposit paid will be refunded in full if no services have been utilised. Otherwise, and/or if cancelling a monthly payment, the Customer must give 30 days’ notice, with the exception of the Ellipsis Affiliate System for which there is a 12-month minimum contract length. After this time the 30 days’ notice clause will also be applicable. See Cancellation of Services section of Privacy Policy for more information.

9.3 If the Customer fails to cancel the order within the time specified in Clause 9.2 any deposit paid may not be returnable.

10 LIMITATION OF LIABILITY

10.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury, however the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Goods and Services.

10.2 The Supplier shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.

10.3 For the avoidance of doubt, time shall not be of the essence and the Supplier shall incur no liability to the Customer in respect of any failure to complete the Services by any agreed completion date.

11 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

12 SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

13 LIMITATION OF LIABILITY (Ellipsis Training and Adventures Ltd)

In no event shall Ellipsis Training and Adventures Ltd or its suppliers, be liable for any direct, indirect, special, incidental or consequential damages arising out of the use or inability to use the Website or any linked site, damages resulting from the use of or reliance on the information or materials presented on the Website, whether based on warranty, contract, tort or any other legal theory even if Ellipsis Training and Adventures Ltd have been advised of the possibility of such damages.

14 DISCLAIMER

Ellipsis Training and Adventures Ltd assumes no responsibility for accuracy, correctness, timeliness, or content of the Materials provided on the Website. You should not assume that the Materials on the Website are continuously updated or otherwise contain current information. Ellipsis Training and Adventures Ltd is not responsible for supplying content or materials from the Website that have expired or have been removed

The Materials provided on the Website are provided “as is”, and any warranty (express or implied), condition or other term of any kind including without limitation, The Materials provided on the Website are provided “as is”, and any warranty (express or implied), condition or other term of any kind including without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement or title is hereby excluded.

Errors & Omissions Statement:

Whilst we have made every attempt to ensure the information and advice provided by Ellipsis Training and Adventures Ltd is accurate, complete, and obtained from reliable sources, Ellipsis Training and Adventures Ltd is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information is provided “as is”, with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information.

15 GOVERNING LAW

These Terms and Conditions shall be subject to the laws of England, Scotland and Wales and the parties hereby submit to the exclusive jurisdiction of the courts in the area where domiciled.

These Terms and Conditions were last updated on 9th October 2024.