MEMBERSHIP AND SERVICES TERMS AND CONDITIONS, PRIVACY POLICY

These Membership and Services Terms and Conditions are issued by ORIGIN FITNESS L.L.C, a limited liability company incorporated and existing under the laws of the United Arab Emirates, holding Trade License No. 1477601 (“Center”), and govern Memberships and ancillary services supplied by Center.

IMPORTANT: These Terms form part of the Agreement. Before submitting an Application, the applicant should read the commercial particulars selected, the attached or linked Club Rules and the Privacy Notice. By ticking the mandatory acceptance box(es) and submitting the Application, the applicant applies electronically on the basis set out below.

1. Contract Documents, Electronic Application and Definitions

1.1 Contract documents and order of precedence

The agreement between Center and the applicant in respect of a Membership and/or ancillary service (the “Agreement”) comprises: (a) the commercial particulars selected and submitted in the Application; (b) these Terms; and (c) the Club Rules made available with the Application. If there is an inconsistency, the commercial particulars in the Application prevail only in respect of the expressly selected commercial particulars, these Terms prevail over the Club Rules, and mandatory applicable law prevails over all of them. The Privacy Notice explains how personal data is processed and applies alongside, but does not by itself alter, the commercial terms of the Agreement.

1.2 Electronic Application and signature

The applicant makes an Application by completing the required details and selecting, as applicable, the Membership Plan, ancillary service and other commercial particulars.

An Application may be signed, accepted and submitted by:

(a) completing the required details, selecting the applicable commercial particulars, ticking the mandatory acceptance box or boxes and activating the final “Submit”, “Join”, “Pay” or equivalent command;

(b) signing in wet ink these Terms or another document incorporating these Terms;

(c) delivering or transmitting a scanned, photographed or otherwise electronically reproduced copy of a document signed; or

(d) applying an electronic signature or other electronic confirmation through an electronic signing, authentication or document-acceptance process made available or accepted by Center.

Each such act constitutes the applicant’s signature and submission of an offer to enter into the Agreement on the particulars recorded in the Application. An electronic signature and an electronic or reproduced copy of a signed document have the same contractual effect as an original wet-ink signature and document.

Center may retain and rely on the resulting electronic or physical record and may request the original document or additional verification. Signing or submitting an Application does not itself guarantee activation; the Agreement takes effect only under clause 1.3.

1.3 Review, activation and declined Applications

Unless expressly stated otherwise, all advertisements, price displays, descriptions of Membership Plans and promotional materials issued by Center are invitations to apply and are subject to availability, eligibility and Center’s acceptance of the relevant Application under this clause 1.3.

Each Application is subject to Center’s review. Before acceptance or activation, Center may verify identity, age, eligibility, information, payment authority and any reasonably relevant health, safety, sanctions or fraud concern. It may decline an Application for a lawful and objectively justifiable reason, including capacity constraints, failure to satisfy disclosed eligibility requirements, inability to complete reasonable verification, suspected fraud or payment abuse, a material prior breach or unpaid amount, or a legal, regulatory, safety or payment-provider restriction. Center will not decline an Application on a ground prohibited by applicable law.

For a Membership, the Agreement takes effect when Center activates the Membership in its access system. An automated acknowledgment, payment authorization or collection, receipt and the like does not, by itself, activate the Membership or grant access. A manifest pre-acceptance or pre-activation pricing or description error may be corrected by notifying the applicant and inviting the applicant to confirm or withdraw the Application; it may not be used to rewrite an accepted ancillary-service purchase or an activated Membership unilaterally. An Application for an ancillary service is accepted when Center confirms the purchase or activates the relevant entitlement following cleared payment. At that point, the Agreement in respect of the ancillary service takes effect. If an Application is not accepted or the relevant Membership or entitlement is not activated, Center will release any payment authorization or return any amount collected to the original payment method without undue delay and as required by law. Materially false, fraudulent or misleading information discovered after acceptance or activation may constitute a material breach and may lead, as applicable, to suspension or termination of the Membership under section 8 or suspension or termination of the ancillary service under the applicable service terms and law.

1.4 Definitions

Access Tier the areas, facilities and core services at the Club included in the Membership, as displayed in the Application.

Add-On an ancillary access, participation or service entitlement purchased separately from, or independently of, a Membership Plan.

Customer means a Member or a person whose Application for an ancillary service has been accepted by Center without that person holding a Membership. Where a Customer purchases or uses an ancillary service without holding a Membership, references to a Member in sections 7, 10, 12, 13 and 15 to 19 apply to that Customer to the extent relevant to the ancillary service, and provisions that by their nature relate only to Membership do not apply. For a Customer under 18 who does not hold a Membership, references to a Member in section 6 apply to that Customer to the extent relevant to the ancillary service.

Agreement the documents identified in clause 1.1, taking effect under clause 1.3.

Application means a person’s electronic or written request, constituting an offer to enter into or vary an Agreement in respect of a Membership or ancillary service, submitted on the basis of and subject to these Terms and the Club Rules, and including the selections, declarations, acknowledgements, price, term and other particulars recorded when it is submitted.

App Center’s mobile application or other digital membership platform.

Billing Date a date on which a payment or instalment is due.

Billing Period the service period to which a recurring payment relates, calculated by monthly anniversary unless the Application clearly states another basis.

Business Day a day other than Saturday, Sunday or an official public holiday in Dubai.

Center means ORIGIN FITNESS L.L.C, as identified above, trading as Origin. References to “we”, “us” and “our” mean Center.

Club the fitness center premises operated by Center and identified in the Application.

Club Rules the separate operational, conduct, safeguarding, safety, booking and facility rules made available with the Application and lawfully updated under section 11.

Expiry Date the last date of a fixed Membership, as adjusted by an approved freeze or written extension.

Force Majeure Event an event beyond Center’s reasonable control described in clause 11.6.

Linked Member a person whose personal Membership is connected to a Duo or Family Arrangement.

Material Adverse Change a substantial and lasting reduction in the core paid service that a reasonable member would regard as material, as described in clause 11.3.

Member the person whose Membership has been activated; where the Member is under 18, contracting and payment obligations also apply to the contracting parent or legal guardian.

Membership the personal service relationship created by the Agreement.

Membership Plan the plan determining duration, Minimum Term and renewal basis under clause 2.5.

Minimum Term the minimum service and payment commitment selected and displayed in the Application.

Official Opening Date the date on which the Club officially opens for general Member access with the purchased core facilities reasonably available. Preview, promotional, invitation-only or limited access before that date does not constitute the Official Opening Date.

Primary Payer the adult responsible for payment under a Duo or Family Arrangement or for a Member under 18. For this purpose, an applicant or Customer under 18 is treated in the same way as a Member under 18.

Privacy Notice Center’s separate notice explaining its processing of personal data.

Start Date the date on which the Membership is activated and its contractual term begins under clause 2.1.

Total Committed Price the total VAT-inclusive price payable for a Minimum Term, even where paid by instalments.

VAT value added tax at the rate lawfully in force in the UAE.

2. Starting and Structuring a Membership

2.1 Start Date and presale Memberships

The Start Date is the date on which Center accepts the Application in accordance with clause 1.3 and activates the Membership, including where the Membership is purchased before the Official Opening Date. The Agreement takes effect on activation. The Minimum Term, Expiry Date and membership fees are calculated from the Start Date, subject to the presale extension in this clause.

Where a Membership is activated before the Official Opening Date, the Member has no right to access or use the Club before the Official Opening Date, except for any preview, promotional, invitation-only or other access expressly authorised by Center. On the Official Opening Date, the Expiry Date and, where applicable, the Minimum Term will automatically be extended day-for-day by the number of calendar days from and including the Start Date up to but excluding the Official Opening Date during which general Member access to the Club was unavailable. The extension does not increase the Total Committed Price or create any additional instalment or other Membership charge. If the Official Opening Date is delayed, the extension continues to accrue automatically until the actual Official Opening Date.

If the Official Opening Date is delayed by more than 30 calendar days after the scheduled opening date previously communicated by Center, Center will notify the applicant or Member of the revised date and offer the option to retain the Membership or cancel before the Official Opening Date. On cancellation, Center will return all amounts collected for Membership services not supplied to the original payment method, subject to lawful verification.

2.2 No member-requested deferral

The Start Date cannot be deferred at the Member’s request.

2.3 Minimum commitment and payment obligation

Each Membership runs for the Minimum Term displayed and selected in the Application. The Member or, where applicable, the Primary Payer must pay the charges due for that period whether or not the Member uses the Membership, except where the Agreement, Center’s written agreement or applicable law provides otherwise.

Non-use, changed personal circumstances or loss of interest does not by itself cancel the Membership or avoid payment. Cancellation or termination during a Minimum Term is governed by section 8. Accrued charges and any other amount recoverable under section 10 remain payable, subject to the refunds and service remedies in section 12 and applicable law.

2.4 Membership structure

Each Membership comprises: (a) a Membership Plan, determining duration, Minimum Term and renewal basis; (b) a Billing Method, determining how and when the price is paid; and (c) an Access Tier, determining the areas, facilities and services at the Club that are included. The Billing Method does not alter the duration or Minimum Term of the Membership Plan.

2.5 Membership Plans

Center may offer the following Membership Plans:

(a) Annual Prepaid Plan: a fixed Minimum Term of 12 calendar months, with the full price paid before the Start Date;

(b) 12-Month Commitment Plan: a fixed Minimum Term of 12 calendar months, with the Total Committed Price paid by monthly instalments;

(c) Flexible Monthly Plan: an initial Minimum Term of two Billing Periods, continuing thereafter on a rolling monthly basis until terminated under these Terms; and

(d) Short-Term Fixed Plan: a fixed term of one, two, three or four months, as displayed in the Application, with the price paid in advance. Its Minimum Term equals its stated fixed term.

An Access Tier, Duo or Family Arrangement, founding benefit, package, Add-On or other paid service under section 16 is not a separate Membership Plan.

2.6 Price and billing

Membership fees are payable in advance on the basis selected in the Application.

For an Annual Prepaid Plan or Short-Term Fixed Plan, the full price is payable in advance for the entire fixed term. For a 12-Month Commitment Plan, each monthly payment is an instalment of the Total Committed Price and does not create a separate monthly membership or a monthly cancellation right. For a Flexible Monthly Plan, each recurring payment purchases the next Billing Period. In every case, liability is subject to sections 8, 10 and 12 and applicable law.

2.7 Expiry and renewal

An Annual Prepaid Plan and a Short-Term Fixed Plan expire automatically on the Expiry Date unless the Member affirmatively renews. A Flexible Monthly Plan continues after its Minimum Term on a rolling monthly basis until validly terminated.

A 12-Month Commitment Plan expires on its Expiry Date unless the Application clearly states, and the applicant expressly selects, a conversion or renewal basis before submission. No automatic renewal or conversion applies merely because a payment method remains stored.

2.8 Renewal

Renewal is subject to availability, eligibility and the price applicable at the time of renewal.

2.9 Profile photograph

Each Member must provide a current profile photograph for access verification. It will be processed under the Privacy Notice. If a Member refuses to provide the photograph, Center may decline or suspend access.

2.10 Duo and Family Arrangements

A Duo or Family Arrangement is a pricing and billing arrangement linking two or more personal Memberships; it is not one shared Membership. Each Linked Member holds a separate and independent Membership and is individually subject to the applicable Membership Plan, Access Tier, Minimum Term, Start Date, Expiry Date, freeze limits, usage restrictions and other provisions of these Terms. A Linked Member may be an adult or a Member under 18. Each adult Linked Member must separately submit an Application and accept these Terms and the Club Rules. A parent or legal guardian acts for a Linked Member under 18 under section 6.

The Primary Payer is responsible for payment of all fees due under the Duo or Family Arrangement and may request changes affecting the pricing or billing arrangement as a whole.

3. Changes to a Membership

3.1 Member-requested changes

A request to change a Membership Plan, Access Tier or Billing Method takes effect only when Center confirms it in writing and any required payment has cleared. A request affecting the composition, pricing or billing of a Duo or Family Arrangement may be made by the Primary Payer; a Linked Member may request changes only to that person’s own Membership where permitted by these Terms. Changes are subject to eligibility, capacity, availability and the commercial terms disclosed before the relevant Member or Primary Payer confirms the change.

An upgrade may take effect on the confirmed date after payment of the VAT-inclusive price difference. A downgrade may be accepted only after the Minimum Term or on renewal. No Member-requested change shortens an existing Minimum Term or reduces the Total Committed Price unless Center expressly agrees or law requires otherwise.

3.2 Corporate or employer pricing

A corporate, employer or affinity discount is conditional on its eligibility criteria. The Member must provide proportionate evidence on joining and on reasonable request. If eligibility ends, Center may apply a pro-rata price increase.

3.3 Duo and Family changes

Every adult added as a Linked Member to a Duo or Family Arrangement must submit an Application and be activated under section 1. For a Linked Member under 18, a parent or legal guardian must submit the Application and act under section 6. A Linked Member may not be added, removed or replaced retrospectively. A change, freeze, suspension, cancellation or termination affecting one Linked Member does not by itself change the Membership status, term or entitlement of another Linked Member. Removal or individual cancellation may cause the remaining Memberships to be repriced prospectively at the applicable individual or group rate.

3.4 No informal amendments

A statement by a salesperson, coach or other staff member changes the Agreement only if recorded in writing by an authorised representative of Center. This clause does not exclude liability for fraud, misleading conduct, an incorporated written promotion or a mandatory pre-contract disclosure.

4. Freezing a Membership

4.1 Standard freeze eligibility

A standard freeze is available only where the Membership Plan is freeze-eligible. An Annual Prepaid Plan or 12-Month Commitment Plan may be frozen for an aggregate maximum of 45 calendar days in any rolling 12-month period. A Flexible Monthly Plan and Short-Term Fixed Plan are not eligible for a standard freeze.

4.2 Request requirements

A standard freeze request must be submitted at least 48 hours before the requested start date, identify the start and end dates and comply with any minimum freeze block disclosed before the request. It takes effect only when Center confirms it in writing. A freeze cannot be backdated, cannot begin after a cancellation notice has been given and is unavailable while a material amount relating to that Membership is overdue.

4.3 Effect of a standard freeze

During a freeze the Member has no access, booking or use rights under the Membership. The Expiry Date and Minimum Term extend day-for-day. For a 12-Month Commitment Plan, instalments of the Total Committed Price continue on the existing Billing Dates; the extension creates no additional instalment or double charge. For an Annual Prepaid Plan, no recurring payment arises merely because of the freeze.

4.4 Exceptional freeze

A Member may request an exceptional freeze of up to six months for objectively evidenced injury, illness, pregnancy-related restriction, involuntary redundancy or another serious temporary circumstance accepted by Center. The Member must provide only evidence reasonably necessary to establish duration and functional restriction. Center may verify authenticity and request clarification. An approved exceptional freeze has the effects described in clause 4.3.

4.5 Linked Memberships and ancillary services

A freeze applies only to the Membership of the Linked Member for whom it is approved. Each Linked Member has an independent freeze entitlement and is separately subject to the eligibility requirements, limits and effects set out in this section. A freeze of one Linked Member does not freeze or extend the Membership of any other Linked Member.

A Membership freeze does not automatically freeze, extend or refund an ancillary service unless its purchase terms so provide.

5. Guests

5.1 Guest admission

Guest access is a revocable benefit subject to capacity, age, eligibility, payment and safety checks. Before entry, a Guest must register, provide reasonable identity and contact information, agree to the applicable Club Rules and health warning, acknowledge the Privacy Notice and pay any disclosed VAT-inclusive fee. Center may lawfully refuse or end a visit for capacity, security, conduct, health, payment or eligibility reasons.

5.2 Member responsibility

The sponsoring Member must sign the Guest in, remain with the Guest where the Club Rules require and take reasonable steps to ensure compliance. The Member is responsible for Guest charges and direct loss or damage caused by the Guest’s fault, except for liability that cannot lawfully be transferred.

5.3 Guest passes and social Guests

A promotional or Founding guest pass is usable only within its disclosed validity, frequency and permitted areas and has no cash value. A social Guest may use only a designated food-and-beverage or social area at permitted times and may not use fitness or sports facilities without an appropriate paid or promotional pass.

6. Persons Under 18

6.1 Guardian contracting and responsibility

A person under 18 may not independently enter into the Agreement or act as payer. A parent or legal guardian must submit the Application on that person’s behalf, provide the required consents, be the Primary Payer and remain responsible for fees and compliance. Center may require proportionate evidence of identity, age and authority.

6.2 Age-based access and supervision

(a) Persons under 12. No person under 12 may be admitted to or remain in the Club.

(b) Members aged 12 to 15 inclusive. A Member aged 12 to 15 may access the Club only for activities and areas expressly designated by Center for that age group. Such Member may:

(i) participate in group classes specifically designated for minors and conducted under the supervision of an authorised trainer; and

(ii) use the padel courts for Personal Training under the supervision of an authorised trainer or for play together with the Member’s parent or legal guardian.

A Member aged 12 to 15 may not access or use the Main Gym or any other training area, equipment or activity not expressly permitted by Center for that age group.

For each visit, the parent or legal guardian must ensure that the Member is brought to the Club and collected after the relevant activity, remain reasonably contactable throughout the activity and comply with any arrival, collection, safeguarding and verification procedures in the Club Rules. Center’s supervision responsibility applies during the scheduled supervised activity and within the area designated for that activity.

(c) Members aged 16 and 17. Subject to the applicable Access Tier, Club Rules and any health or safety restriction, a Member aged 16 or 17 may access and train independently in the Main Gym and other permitted training areas, attend eligible group classes and participate in Personal Training without the parent or legal guardian being physically present at the Club.

Center may refuse or stop an activity or temporarily restrict access where reasonably necessary for safeguarding, health, safety or serious misconduct, subject, where applicable, to sections 8 and 12. In an apparent emergency, Center may act under section 18 and the Club Rules. An identifiable image or voice of a minor will not be used for promotion without the separate consent required by law and Center policy.

6.3 Parent or guardian responsibility

The parent or legal guardian who submits the Application for a Member under 18 authorises the Member’s participation in the activities permitted under these Terms and the Club Rules and remains responsible for ensuring that the Member complies with the Agreement, the Club Rules, age restrictions, safety requirements and reasonable staff instructions.

The parent or legal guardian must provide and keep current all reasonably required emergency, contact and relevant health information and must ensure that the Member does not participate contrary to any known medical restriction or professional advice. For a Member aged 16 or 17, the parent or legal guardian expressly acknowledges and authorises the Member’s independent use of the areas and activities permitted under clause 6.2(c).

To the extent permitted by applicable law, the parent or legal guardian remains responsible for direct loss, damage or costs caused by the Member’s breach, misuse, negligence, deliberate act or unlawful conduct. Nothing in this section excludes or limits any duty or liability of Center that cannot lawfully be excluded or limited.

7. Additional Charges

7.1 Optional services and published fees

Facilities or services not included in a Member’s Access Tier, or purchased by a Customer without Membership, may carry an additional charge. Center will disclose the final VAT-inclusive price and material conditions before the Customer submits the relevant Application or commits to the purchase. Prices for future optional purchases may change over time; this does not change an existing Total Committed Price.

8. Cancellation, Suspension and Termination

8.1 General rules

A Membership ends only under clause 2.7 or this section. Non-use, deletion of the App, cancellation of a payment mandate or an attempted chargeback is not notice of cancellation. A notice must use a written cancellation channel permitted by clause 19.1. Amounts continue to accrue until the effective termination date, subject to applicable law.

8.2 Ordinary cancellation by Membership Plan

The ordinary cancellation rules are:

(a) Flexible Monthly Plan. The Member may give 30 calendar days’ written notice. Termination takes effect on the later of the end of the initial two-Billing-Period Minimum Term and 30 calendar days after Center receives the notice. Fees accrue only to the effective date, and any amount paid for a later period is handled under section 12.

(b) 12-Month Commitment Plan. Ordinary cancellation cannot take effect during the Minimum Term. If the Application expressly provides for conversion to a rolling monthly plan, the Member may give 30 calendar days’ written notice, but termination cannot take effect before the Minimum Term ends.

(c) Annual Prepaid Plan and Short-Term Fixed Plan. These Plans expire automatically and have no ordinary early-cancellation right. Early termination is available only under clause 8.3, clause 8.4 or a mandatory legal right.

8.3 Exceptional early termination

During a Minimum Term, the Member or lawful representative may request early termination for: (a) the Member’s death; (b) a long-term injury or illness that materially prevents safe use; (c) a pregnancy-related medical restriction; (d) involuntary redundancy occurring after the Start Date; or (e) permanent relocation of the Member’s principal residence to more than 30 kilometres from the Club by the shortest normal road route.

Except following death, the Member must give 30 calendar days’ written notice and proportionate evidence reasonably necessary to establish the event and its duration. Evidence may include a licensed practitioner’s functional-restriction certificate, employer termination letter, visa cancellation, tenancy or utility evidence or relocation documents. Center may verify authenticity and request reasonable clarification.

Termination following death takes effect on the date of death. Other qualifying termination takes effect at the end of the 30-day notice period unless Center agrees an earlier date. Charges for service supplied and other accrued amounts remain payable; refunds and future instalments are determined under section 12.

8.4 Member termination for Center-side events

A Member may terminate where section 11 permits termination for a Material Adverse Change, permanent closure, relocation or prolonged Force Majeure Event, or where applicable law gives the Member a termination right for non-performance or material service failure. The notice and effective date provisions in section 11 apply where relevant, and any refund or service remedy is determined under section 12 and applicable law.

8.5 Immediate interim suspension

Center may immediately and temporarily suspend all or part of a Membership where reasonably necessary to protect health, safety, security, members, staff, property, systems or evidence; investigate violence, threats, harassment, fraud, theft, credential sharing, identity misuse, an unjustified chargeback or serious misconduct; comply with law or a regulator; or assess a medical-clearance issue under section 18. Center will notify the Member and give a general reason as soon as reasonably practicable unless law or an investigation prevents it. Interim suspension is not a final finding of fault.

A suspension caused by the Member’s breach or default does not pause fees or extend the term. If no material breach is established and the Member lost meaningful paid access, Center will provide an appropriate extension, credit or other remedy required by section 12 or applicable law.

8.6 Termination by Center for breach or risk

Center may terminate immediately for violence or a credible threat; serious harassment or discriminatory abuse; theft, fraud or deliberate identity or payment abuse; intentional or reckless dangerous conduct; repeated unauthorised access or credential sharing; unlawful conduct materially connected with the Club; a serious safeguarding breach; or another material breach that cannot reasonably be cured.

For a remediable breach, including an ordinary Club Rules breach or failure to update required details, Center will normally give written notice describing the breach and at least seven calendar days to cure. Center may terminate if it is not cured or is repeated. No cure period is required where delay would create a material health, safety, security, safeguarding, fraud or legal risk.

Action will ordinarily apply only to the responsible Member. Center may extend action to Linked Members only where group payment default, collusion, credential sharing, safeguarding or safety makes wider action reasonably necessary.

8.7 Termination by Center without Member breach

Center may terminate a Membership for a genuine business, licensing or operational reason not caused by the Member by giving at least 30 calendar days’ direct notice, subject to any longer notice period applicable under section 11, unless a shorter period is required by law, a regulator or urgent circumstances. Center will stop future charges from the effective date and refund unused prepaid membership fees under section 12.

8.8 Consequences

Termination ends future access but does not erase accrued rights, fees, proven direct loss, lawful set-off or obligations intended to survive. Termination will not be used as a blanket forfeiture of unrelated unused prepaid value. Refunds and outstanding amounts are determined under sections 10 and 12.

9. Transfers

9.1 Permitted transfer route

A Membership may be transferred only in full and only with Center’s prior approval. A Member may request that an eligible family member or friend be approved as a substitute Member. A Membership cannot be shared, temporarily lent or used by both the original Member and the nominee.

Approval is subject to the nominee submitting an Application, activation under section 1, availability, eligibility and cleared payment. No transfer or nominee access begins before Center confirms and activates it.

9.2 Conditions and effect

Before the transfer is completed, the transferor must pay any outstanding amounts and any price difference disclosed and lawfully applicable to the transfer. Center may approve or decline a transfer for a lawful and objectively justifiable reason.

Once completed, the nominee receives only the remaining term, Access Tier and other conditions confirmed by Center; the transfer does not restart or extend the Membership. The original Member then has no access. Accrued fees, damage and pre-transfer breaches remain the transferor’s responsibility.

10. Payment, Default and Debt Recovery

10.1 Payment obligations

Fees are due in advance on the Billing Dates. The Member or, where applicable, the Primary Payer must maintain a valid authorised payment method and promptly update payment and contact details.

10.2 Recurring payment authority

The Member or, where applicable, the Primary Payer authorises Center and its payment provider to collect scheduled charges, lawful retries, accepted ancillary purchases, disclosed administration charges and other amounts properly due under the Agreement. Cancelling or replacing the mandate is not cancellation of the Membership or of any recurring ancillary service.

10.3 Failed payment and access suspension

If payment is not received on a Billing Date, Center may retry the authorised method and send notice identifying the failed amount and a payment route. Center may suspend Membership access while a material amount relating to the Membership is overdue. Where the overdue amount relates only to an ancillary service, Center may suspend only the affected ancillary service or entitlement. Suspension does not waive the debt, pause billing, extend the Minimum Term or create a refund where the default is attributable to the Member or Primary Payer.

10.4 Termination for payment default

If a material payment default relating to the Membership remains uncured for 14 calendar days after notice, Center may terminate the affected Membership. A payment default relating only to an ancillary service does not by itself permit termination of the Membership. Center may act sooner only where fraud, an abusive chargeback or another serious payment risk justifies interim suspension under clause 8.5.

10.5 Financial effect of default

Suspension or termination does not release amounts accrued to the effective date. For a 12-Month Commitment Plan ended following material uncured default, Center may claim the unpaid contractual balance to the extent permitted by law. For a Flexible Monthly Plan, no new recurring service fee accrues after effective termination, although prior fees remain due. Prepaid fixed Plans are handled under section 12.

10.6 Set-off, allocation and collection

Center may set off a matured, undisputed amount due from the Member or Primary Payer against a refund or credit. Unless law requires otherwise, receipts may be allocated first to the oldest undisputed debt and then to current charges. Center may recover documented third-party collection costs, court fees and legal costs only to the extent lawfully recoverable.

10.7 Price changes and VAT

Center will not increase the fixed Total Committed Price during a Minimum Term, except for a prospective repricing permitted under clause 3.2 or 3.3 or to pass through a change in VAT or another mandatory government charge from its lawful effective date. Center will notify the final VAT-inclusive amount.

For a renewal or rolling Membership after the Minimum Term, Center may change the price on at least 30 calendar days’ direct notice stating the new VAT-inclusive price and effective date. The Member may terminate before the new price takes effect using the applicable notice route. No increase applies retrospectively.

11. Changes to the Club, Services and Rules; Force Majeure

11.1 Routine and temporary operational changes

Center may manage the Club and make reasonable temporary or non-material changes, including equipment rotation, maintenance, cleaning, instructor or trainer substitution, class timetables, booking systems, peak-capacity controls, seasonal or public-holiday hours, access routes and temporary closure of part of the Club. Membership does not guarantee a particular machine, class, coach, court, time slot or ancillary amenity.

No contractual price reduction or refund arises for a temporary or immaterial change where the core Access Tier remains reasonably available or a reasonable alternative is provided, subject to any mandatory service remedy. This does not affect any remedy relating to a separately paid service under sections 12 and 17.

11.2 Updates to Club Rules

Center may update the Club Rules immediately where reasonably required for health, safety, security, safeguarding, public health, legal compliance or urgent operations. It may make non-material administrative or service-management updates on reasonable notice through the App, website or a registered contact channel. The current Club Rules will remain available at the Club and digitally.

A Club Rules update cannot retrospectively increase the Total Committed Price, extend the Minimum Term, remove a mandatory remedy or materially reduce the existing Access Tier. A change of that kind is governed by clause 11.3.

11.3 Material Adverse Change

A Material Adverse Change may include permanent withdrawal of a core facility expressly included in the Access Tier, a substantial long-term reduction of ordinary opening hours or a closure that materially defeats the purchased core service. It does not include a routine matter under clause 11.1, a change that improves or updates the service without material loss, or a restriction reasonably required by law or beyond Center’s control where the contracted core service or a reasonably comparable alternative remains available.

Where practicable, Center will give at least 30 calendar days’ direct notice describing the change, effective date and proposed remedy. Center may offer a reasonably comparable service at the Club, a Plan change by agreement, an appropriate extension or credit or another reasonable solution. If no reasonably comparable solution is provided, the Member may notify Center before or within 30 calendar days after the change takes effect and terminate from the effective date. Any refund is calculated under section 12.

11.4 Permanent closure or relocation

Center will, where reasonably practicable, give three months’ direct notice of permanent closure or relocation of the Club. If the closure or relocation is materially adverse, the Member may accept an alternative proposed by Center or terminate on the closure or relocation date. Center will not charge future instalments for service after valid termination and will return unused prepaid value under section 12.

11.5 Emergency restrictions

Center may close or restrict the Club immediately for urgent repair, utility failure, a security incident, public-health measure, government direction or another emergency. Center will notify affected Members as soon as reasonably practicable and take reasonable steps to minimise disruption.

11.6 Force Majeure

A Force Majeure Event means an event or circumstance beyond Center’s reasonable control that prevents or materially restricts performance or makes operation of, or access to, the Club unlawful or reasonably unsafe. It includes a government or competent-authority order, warning or direction; an epidemic or public-health emergency; a natural disaster, fire or flood; war, armed conflict, hostilities or military action, whether or not war is declared; an actual or credibly threatened missile, rocket, drone, aircraft, projectile or other aerial attack; interception or air-defence activity; falling debris, explosion, blast, resulting fire, contamination or property damage; an evacuation, shelter-in-place direction, curfew or closure or restriction of airspace, roads, public transport, the Club, its building or the surrounding area; terrorism, sabotage, cyberattack or civil disorder; utility or telecommunications failure; labour disruption; major equipment or structural failure despite reasonable maintenance; supply-chain interruption; or another comparable event beyond Center’s reasonable control.

For a short or partial interruption, Center may provide rescheduling, an extension, credit or another reasonable alternative, and no contractual refund is due if the purchased core service is substantially preserved. If the Club’s core service is unavailable for more than 30 consecutive calendar days and no reasonably comparable alternative is available, Center may offer a proportionate extension or credit; the Member may instead terminate and receive the refund required under section 12 and applicable law.

12. Refunds, Credits and Service Remedies

12.1 Mandatory service remedies

Center warrants that a contracted service will be provided for the agreed period and substantially in the contracted form, subject to lawful and disclosed operational limitations. If a service is not implemented, is materially defective, is performed incorrectly for a reason attributable to Center, or Center refuses, fails or unreasonably delays proper performance, the Member is entitled to the remedy required by applicable law. Depending on the circumstances and the Member’s statutory choice, that may be: (a) proper re-performance without extra charge; (b) a full refund where the service was not implemented or substantially failed; or (c) a partial refund proportionate to the benefit received or service shortfall.

Center may investigate a claim and may offer prompt re-performance or a reasonable equivalent, but will not use an internal discretion clause or compulsory credit to remove a remedy or choice that applicable law gives the Member.

12.2 Contractual refund events

Subject to clause 12.4, a refund may arise where: (a) an Application is not accepted or the relevant Membership or entitlement is not activated after funds were collected; (b) a qualifying presale cancellation occurs under clause 2.1; (c) exceptional early termination occurs under clause 8.3; (d) termination occurs for a Material Adverse Change, permanent closure, relocation or prolonged Force Majeure Event under section 11; (e) Center terminates without Member breach under clause 8.7; (f) there is an overpayment, duplicate charge or billing error; or (g) a paid Membership or ancillary service is cancelled by Center, is materially defective or is not properly performed by Center and re-performance or a suitable alternative is not provided, or the Member lawfully elects a refund.

12.3 When no contractual refund applies

Except where applicable law or an express term requires otherwise, no refund is provided for change of mind; non-use; loss of interest; changes in personal schedule or preference; expiry of a fixed Plan; access suspended because of the Member’s health non-disclosure, misconduct, breach or payment default; a missed booking, late cancellation or no-show charged under terms prominently disclosed before the booking was confirmed, including through Club Rules made available at that time; a joining, administration, transfer, freeze or replacement service already supplied; a promotional benefit with no separately paid cash value; or a routine or temporary change within clause 11.1.

12.4 Calculation, future instalments and set-off

Unless law requires another calculation, a pro-rata refund is calculated by allocating the VAT-inclusive fee actually paid for the affected service period on a daily basis and returning the unused period after the effective termination date. For an ancillary service priced by sessions, classes, bookings, hours, credits or other units rather than by a service period, any refund is calculated by reference to the unused entitlement and the pricing basis applicable to that purchase, subject to applicable law.

For a 12-Month Commitment Plan validly ended under clause 8.3, 8.4, 8.7 or section 11, future instalments attributable to service after the effective date cease. Following Member default or material breach, Center may set off matured undisputed fees and proven direct loss and may claim a remaining balance under clause 10.5. Any refund following the Member’s default may be reduced by amounts properly due to Center under clauses 10.5 and 10.6, to the extent permitted by law.

A refund relating only to one Linked Member or ancillary service is calculated only for that affected element. Where a refund results from the removal or individual cancellation of a Linked Member, the remaining Memberships may be repriced prospectively in accordance with clause 3.3.

12.5 Request, verification and payment method

A refund request should be submitted through an approved written channel with the transaction reference, reason and reasonably necessary evidence.

A refund will be returned to the original payment method without undue delay and within any mandatory period. If that is impossible or legally inappropriate, Center may pay a verified bank account in the payer’s name or use another lawful method agreed in writing. A Duo or Family refund ordinarily goes to the Primary Payer or original payer. Center may conduct proportionate identity, anti-fraud, sanctions and payment verification.

12.6 Goodwill

Center may grant a goodwill credit, extension, waiver or refund outside the rights above. A goodwill decision does not admit liability, amend the Agreement generally or create a precedent.

13. Liability, Risk Allocation and Responsibility

13.1 Center’s duty and non-excludable liability

Center will take reasonable care in providing the contracted service and maintaining a reasonably safe service environment. Nothing in the Agreement excludes or limits liability arising from fraud, gross fault, a harmful act, deliberate misconduct or breach of a mandatory consumer obligation, or liability for death or personal injury, in each case to the extent that such liability cannot lawfully be excluded or limited.

13.2 Inherent exercise risk and Member-caused loss

The Member acknowledges the ordinary inherent risks of physical exercise and must comply with section 18, the Club Rules, posted warnings and reasonable staff instructions. To the extent permitted by law, Center is not responsible for loss caused by the Member’s breach, misuse, participation beyond disclosed or reasonably apparent limits, inaccurate or withheld health information or conduct of a person not under Center’s reasonable control.

13.3 Personal property

The Member remains responsible for personal property. Center is not responsible for theft, loss or damage. Any liability for personal property that cannot be excluded by law is limited to direct, reasonably foreseeable loss and will take account of depreciation and insurance recovery, subject to mandatory law.

13.4 Economic and indirect loss

To the extent permitted by law, Center is not liable for indirect or consequential economic loss, lost profit, lost opportunity or loss of data that was not reasonably foreseeable when the Agreement took effect. For direct purely economic loss, Center’s aggregate contractual liability will not exceed the Membership and ancillary-service fees paid by the affected Member in the 12 months preceding the event. This cap does not apply to liability listed in clause 13.1.

13.5 Member and Guest liability

The Member is liable for direct loss, damage, injury, claims and reasonable costs caused by the Member’s or sponsored Guest’s breach, negligence, deliberate act, misuse or unlawful conduct, except to the extent caused by Center’s negligence or legal fault. The Primary Payer is responsible for fees due under the Duo or Family Arrangement; each Linked Member is responsible for that person’s conduct and sponsored Guests.

14. Personal Data and Privacy

14.1 Privacy Notice and lawful processing

Center will process personal data in accordance with the separately provided Privacy Notice and applicable UAE data-protection law. The Privacy Notice will identify the controller and explain the purposes, lawful bases, categories, recipients, international transfers, retention, security, individual rights and complaint route. It may be updated to reflect actual processing, law or improved controls, but an update does not retrospectively alter the commercial bargain.

15. Website, App, Electronic Records and Legal Restrictions

15.1 Website and App information

The website and App provide information, sales, access, booking and account functions. Availability, prices and descriptions remain subject to section 1. Center may correct a manifest pre-acceptance or pre-activation error and may maintain, secure, suspend or update digital channels without changing an accepted or activated commercial term except under section 11.

15.2 Electronic communications and records

Applications, signatures, notices, invoices and records may be created, retained and delivered electronically to the extent permitted by law. Center may rely on an authenticated account, registered contact channel, payment record, document version and system timestamp as evidence, subject to the person’s right to prove error, fraud or unauthorised use. The Member must protect the account and report compromise promptly.

15.3 Minors and online transactions

A person under 18 must not independently register or transact as contracting payer. A parent or legal guardian must complete the process under section 6. This does not prevent a Member under 18 from using age-appropriate App functions authorised by the guardian and Center.

15.4 Sanctions, fraud and payment-provider restrictions

Center may decline, suspend, block or terminate a transaction or access where required by UAE targeted-financial-sanctions rules, another applicable law, a binding government direction or a lawful restriction imposed by a regulated payment provider. Center may request reasonable verification and need not complete a prohibited transaction. Where no Member breach is established, unused funds will be handled as required by section 12 and applicable law.

16. Packages, Add-Ons and Paid Services

16.1 Nature and scope

Center may offer packages, Add-Ons and other paid services from time to time, including Personal Training sessions, paid group classes, sports programmes and coaching, padel court bookings or rental, wellness and recovery services and other activities, facilities or services. For the purposes of these Terms, packages, Add-Ons and other paid services under this section are ancillary services.

A package, Add-On or paid service may include a specified number of sessions, classes, bookings, hours, credits or other entitlements, or may provide recurring or continuing access to a particular service or facility.

Each package, Add-On or paid service may have its own price, validity period, included quantity or entitlement, booking conditions, usage restrictions, eligibility requirements, cancellation rules, payment terms, renewal terms and other conditions.

The commercial terms applicable to a package, Add-On or paid service will be those disclosed to the Member before purchase and recorded in or expressly incorporated into the relevant Application. Service-specific booking, cancellation, attendance and other operational conditions may be disclosed under section 17.

16.2 Personal and non-transferable use

Unless expressly stated otherwise, packages, Add-Ons and the sessions, classes, bookings, hours, credits or other entitlements included in them are personal to the Member and non-transferable.

Any transfer or assignment of an entitlement, or use by another person as the holder of that entitlement, requires Center’s prior written approval. This does not prevent permitted participants from taking part in a service intended for more than one person.

16.3 Validity and expiry

All sessions, classes, bookings, hours, credits or other entitlements must be used within the validity period applicable to the relevant package, Add-On or paid service. Where a package, Add-On or other paid service is purchased before the Official Opening Date and the relevant service is not generally available for ordinary use before that date, its validity period will automatically be extended by the number of calendar days from and including the purchase date up to but excluding the Official Opening Date. The extension does not increase the price of the package, Add-On or paid service and does not create any additional payment obligation.

Any unused entitlement expires at the end of its applicable validity period without refund, credit, extension or rollover, except where:

(a) Center could not provide reasonable availability for the relevant service during the applicable validity period;

(b) Center cancelled a confirmed service and the Member could not reasonably use the restored entitlement before expiry;

(c) an approved freeze or suspension applies and Center confirms that the validity period is extended;

(d) Center agrees otherwise in writing; or

(e) applicable law requires another remedy.

Different packages, Add-Ons and paid services may have different validity periods, usage limits and other commercial conditions. The terms applicable to one product or service do not apply to another unless expressly stated.

16.4 Recurring arrangements and Membership dependency

A package, Add-On or paid service may operate on a one-off, fixed-term, recurring or automatically renewing basis.

Where it operates on a recurring or automatically renewing basis, the applicable Minimum Term, Billing Period, payment frequency, renewal basis, cancellation notice and other recurring-payment conditions will be those disclosed to the Member before purchase and stated in the relevant Application or applicable product terms.

A package, Add-On or paid service may be available to Customers without Membership or may be conditional upon the Customer maintaining an active Membership, as disclosed before purchase.

Where an active Membership is required, that condition and, where applicable, the consequences of suspension, expiry or termination of Membership will be disclosed before purchase.

17. Use, Booking and Cancellation of Paid Services

17.1 Bookings and service-specific conditions

Where a paid service requires advance booking, the Member must book, cancel or reschedule it in accordance with the booking, cancellation and attendance conditions applicable to that service.

Different services may have different booking windows, cancellation periods, rescheduling rules, late-cancellation rules, no-show rules, attendance requirements and other service-specific conditions, provided that the relevant conditions are disclosed before the booking is confirmed.

Where no different cancellation period has been disclosed for the relevant service, the Member must cancel or reschedule at least 24 hours before the scheduled start time.

17.2 Late cancellation and no-show

A cancellation made after the applicable cancellation deadline may be treated as a late cancellation.

A late cancellation or no-show may result in the relevant session, class, booking, court time, credit or other entitlement being treated as used in full.

Where expressly disclosed before booking, a late cancellation or no-show may instead or additionally result in a fee, temporary booking restriction or other reasonable consequence appropriate to the relevant service.

Center may waive a late-cancellation or no-show consequence in cases of an evidenced emergency or other circumstances accepted by Center.

17.3 Lateness

Late arrival does not entitle the Member to an extension of the booked service beyond its scheduled end time.

Depending on the nature of the service, Center may shorten the service, refuse or restrict late entry where reasonably necessary for safety, operational reasons or to avoid disruption to other Members.

Where the Member arrives too late for the relevant service reasonably to be provided, Center may treat the booking as used.

For Personal Training, if the Member is more than 20 minutes late, the trainer may cancel the session and treat it as used.

17.4 Center cancellation and service failure

If Center cancels a confirmed paid service, Center will, as appropriate to the nature of the service:

(a) offer reasonable rebooking;

(b) restore the relevant session, class, booking, credit or other entitlement;

(c) provide a suitable substitute service; or

(d) provide another reasonable remedy.

Where Personal Training is cancelled by Center or the trainer, Center may offer rebooking with the same trainer or a suitably qualified substitute trainer or restore the relevant session credit.

Where a Personal Trainer is more than 10 minutes late, Center will, where reasonably possible, provide a proportionate extension, restore the relevant session credit or provide another reasonable remedy.

If Center refuses, fails or unreasonably delays proper performance, any refund, credit or other remedy is governed by section 12 and applicable law.

17.5 Personal Training: trainer allocation and health

Where Personal Training is provided, Center may allocate or substitute a suitably qualified and, where required, registered trainer.

The availability of a particular named trainer is not guaranteed unless Center expressly confirms otherwise in writing.

Trainers do not diagnose medical conditions, prescribe treatment or provide medical advice.

A trainer may stop, restrict or modify participation where reasonably necessary for safety, require appropriate medical clearance or refer the Member to a medical professional in accordance with section 18.

17.6 Suspension, termination and unused entitlements

A Membership freeze, Member-side suspension or default does not automatically extend the validity period of any package, session, class, booking, credit or other paid entitlement unless the applicable product terms or Center’s written confirmation expressly provide otherwise.

Termination, cancellation, suspension or expiry of Membership does not, by itself, create a right to a refund, credit or extension in respect of any unused package, Add-On or paid service.

Whether any unused entitlement may continue to be used after Membership ends depends on the conditions applicable to the relevant package, Add-On or paid service and any applicable access or eligibility requirements.

Where a package, Add-On or paid service is expressly conditional upon an active Membership, it may terminate, suspend or become unavailable when the Membership terminates, expires or is suspended in accordance with the conditions disclosed before purchase.

The treatment of any unused value following cancellation, suspension, termination or expiry is governed by the applicable product terms and section 12, with section 8 applying where the relevant event concerns the Membership.

No refund, credit, extension or other compensation is due solely because of change of mind, non-use, failure to attend or failure to use a purchased entitlement within its validity period, except where Center expressly agrees otherwise or applicable law requires a remedy.

18. Health and Safety

18.1 Health responsibility and acknowledgement

By submitting the Application and each time the Member participates, the Member confirms, to the best of the Member’s knowledge, that: any health questionnaire and health information supplied is complete and accurate; the Member is aware of the Member’s current health, fitness, medication, pregnancy status, symptoms and physical limitations relevant to participation; the Member has obtained all medical advice reasonably required by a known condition, symptom, medication, pregnancy, prior injury or professional recommendation; and there is no known reason preventing participation except as disclosed to Center.

The Member remains responsible for deciding, with appropriate professional advice, whether and how to participate within safe personal limits. This acknowledgement does not mean that Center has medically assessed or guaranteed fitness.

18.2 Continuing disclosure, safety controls and emergencies

The Member must promptly update relevant health and emergency information and tell the coach or instructor of any functional restriction material to an activity. The Member must comply with the health, infection-control, equipment, facility-specific and emergency requirements in the Club Rules, posted warnings and reasonable staff instructions, including stopping an activity immediately if concerning symptoms arise.

Where Center reasonably identifies a health or safety concern, it may ask proportionate questions, refuse or stop a specific activity, impose a reasonable adaptation, require clearance from an appropriately licensed medical professional, refer the Member for professional advice or temporarily suspend some or all access until reasonably satisfactory information or clearance is provided. These are safety measures, not diagnosis or medical services, and Center staff and coaches do not diagnose, prescribe treatment or provide medical advice.

In an apparent emergency, Center may provide reasonable first aid within staff training, use emergency equipment, contact emergency services, the emergency contact or guardian and share information reasonably necessary for the response. The Member remains responsible for third-party medical or transport charges except to the extent caused by Center’s legal fault or otherwise required

by law. A suspension attributable to non-disclosure, unsafe conduct or refusal to provide reasonable clearance does not automatically create an extension or refund.

19. General Legal Terms

19.1 Notices and requests

Center may send routine notices by email, Whatsapp, SMS, App notification or another registered contact channel. A notice affecting price, renewal, material service, default, suspension or termination will be sent directly to the latest registered contact details and is treated as received when delivered without an error message, subject to proof to the contrary. The Member must keep details current.

A Member cancellation, complaint, freeze, transfer or refund request may be submitted through the dedicated App function, designated email, at the Club reception or another written channel published on Center’s website so receipt can be recorded.

19.2 Assignment and subcontracting

Center may assign or transfer the Agreement to an affiliate or purchaser of the Club business on direct written notice, provided the transfer does not materially reduce the Member’s rights and the transferee assumes the provider obligations. Center may subcontract performance while remaining responsible to the extent required by law. The Member may transfer a Membership only under section 9 and may transfer or assign an ancillary entitlement only as permitted under section 16.

19.3 Entire agreement and reliance

The Agreement records the contractual terms between the parties and replaces prior inconsistent discussions. It does not exclude liability for fraud, a mandatory disclosure, an incorporated written promotion or a materially misleading statement on which the Member lawfully relied.

19.4 Severability and lawful interpretation

If a term is invalid or unenforceable, it will be severed or narrowed only to the minimum extent necessary and the remainder continues where lawful. A mandatory rule replaces the invalid term. No term gives Center sole authority to determine legal conformity or finally interpret the Agreement against the Member.

19.5 No waiver and cumulative remedies

A delay, concession or partial exercise of a right does not waive it. A waiver applies only to the particular instance confirmed in writing. Center’s contractual and legal rights and remedies are cumulative to the extent permitted by law, but Center will not obtain double recovery for the same loss.

19.6 Governing law and courts

The Agreement and any non-contractual obligation arising from it are governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Dubai. Subject to any mandatory consumer forum or jurisdiction, the courts of Dubai have exclusive jurisdiction.

19.7 Language

The Agreement is issued in Arabic and English. If there is an inconsistency, the Arabic text prevails to the extent required for interpretation or enforcement before UAE authorities and courts. Center will not use the language provision to reduce a clearly granted consumer right.

19.8 Survival

Accrued payment rights, lawful set-off, liability, data processing, dispute provisions and any term intended by its nature to continue will survive expiry or termination.