Terms and Conditions

Please be aware that:

1. 3 Pillars may unilaterally vary the Supply Items that make up an Equipment Order to:
   1. meet any changes to the fitness equipment requirements of BFT franchisees; or
   2. make up for any Supply Items that are suspended in production or manufacture, or otherwise become unavailable.
2. Changes to the Supply Items may result in price fluctuations above or below the Supply Fee which may be passed onto the Franchisee.
3. Changes to the direct and indirect costs incurred by 3 Pillars to acquire the Supply Items from upstream suppliers (including due to changes to currency exchange rates or international freight price increases), may result in price fluctuations above or below the Supply Fee which may be passed onto the Franchisee.
4. The Supply Fee does not include the Local Delivery Fee which will be invoiced separately.
5. The Franchisee has no right to withhold payments due under this Agreement.
6. The Franchisee authorises the Franchisor to direct debit any moneys not received by 3 Pillars by the relevant due date for payment from the Franchisee's nominated bank account or such other account as the Franchisor may reasonably determine.
7. Setting the Delivery Date will be contingent on the availability of the goods, availability of third-party transport providers, the distance between the Distribution Centre and the Delivery Address, cross-border quarantine, onloading and offloading delays and other logistical considerations.
8. Delivery will only take place once all amounts owing by the Franchisee to 3 Pillars under this Agreement have been paid.
9. The Franchisee is responsible for taking possession and control of the Equipment (including unloading the Equipment) delivered by 3 Pillars at the Delivery Address on the Delivery Date.
10. Clerical errors on the Equipment Portal are subject to correction.
11. Each party must act reasonably and in good faith with the other.

1. Definitions and Interpretation

• 3 Pillars means:
  • in Australia and Singapore: 3 Pillars Supply Co Pty Ltd ACN 653 375 958 as trustee for 3 Pillars Supply Co Unit Trust ABN 94 539 943 196; and
  • in New Zealand: Three Pillars NZ Limited Company No. 8263978 NZBN 9429050092802.
• Agreement has the meaning provided by clause 2.1.
• Acceptable means that the Equipment is substantially in accordance with the requirements of this Agreement except for minor defects which do not adversely affect the normal use of the Equipment.
• BFT Branded Equipment Pack means the initial pack of BFT branded Equipment required to operate a BFT franchised business.
• Business Day means:
  • for receiving a notice under clause 19, a day that it not a Saturday, Sunday, public holiday or bank holiday in the place where the notice is received; and
  • for all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Victoria, Australia.
• Complimentary Storage Period has the meaning provided in clause 7.1.
• Confidential Information means any confidential or commercially sensitive or valuable information belonging to 3 Pillars or the Franchisor, including the know-how, trade secrets, technical processes, information relating to products, prices, contractual arrangements with customers or suppliers, drawings, plans, designs, sketches, schematics, blueprints and other information relating to the respective businesses operated by 3 Pillars and the Franchisor and their Related Body Corporates, which by its nature, or by the circumstances of its disclosure to the recipient of the information, is or could reasonably be expected to be regarded as confidential and expressly includes all information provided by 3 Pillars and/or the Franchisor, to the Franchisee in connection with this Agreement, whether in writing, electronically or orally.
• Corporations Act means the Corporations Act 2001 (Cth).
• Default GST means any additional GST, penalty, interest or other sum levied against the Franchisee under the relevant legislation by reason of the non-payment or late payment of GST (or Default GST) payable in respect of any supply made under this Agreement, but does not include any sum levied against 3 Pillars by reason of a default by 3 Pillars after the payment of GST to 3 Pillars by the Franchisee.
• Default Interest means 10% per annum.
• Delivery Address means the address the Equipment is to be delivered to as notified to 3 Pillars by the Franchisee.
• Delivery Date means the mutually agreed date that the Equipment is to be provided to the Delivery Address pursuant to clause 8.2.
• Deposit means an amount nominated by 3 Pillars of up to 40% of the Supply Fee.
• Dispute Notice has the meaning provided in clause 21.1(a).
• Distribution Centre means the location from which the Equipment will be delivered to the Delivery Address.
• Equipment means the BFT branded equipment ordered by the Franchisee and includes the individual Supply Items that make up an Equipment Order. The definition of Equipment includes the BFT Branded Equipment Pack.
• Equipment Instructions means instructions and requirements on the use and maintenance of Supply Items.
• Equipment Order means an order for Equipment placed through the Equipment Portal by submitting an Order.
• Equipment Portal means the online portal operate by 3 Pillars to be used by Franchisees to order Equipment.
• Event of Default means an event where the Franchise Agreement is terminated.
• Faulty Supply Items has the meaning provided in clause 9.1.
• Force Majeure Event any act, event or cause beyond the control of the party including:
  • act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or law), stock shortage caused by upstream suppliers, martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty, epidemic, pandemic, radiation or radioactive contamination; or
  • action or inaction of a government agency or body including, expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order, to the extent that the act, event or cause:
  • could not have been prevented, overcome or remedied by the party affected by exercising a reasonable standard of care and diligence; and
  • directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this Agreement.
• Franchise Agreement means the franchise agreement entered, or to be entered, into by the Franchisee and the Franchisor or a Related Body Corporate of the Franchisor.
• Franchisee means the person or corporate entity listed in the Franchise Agreement and the Equipment Portal as the franchisee.
• Franchisor means Body Fit Training Company Pty Ltd ACN 622 444 008 as trustee for the Body Fit Training Unit Trust ABN 11 841 961 189.
• GST means any applicable goods and services tax, value-added tax, harmonised sales tax or such other analogous tax applicable to consideration paid under this Agreement.
• Indemnified Party has the meaning set out under clause 16.1.
• Intellectual Property Right means any patent, registered design, trademark or name, copyright or other protected right.
• Local Delivery Fee means the cost incurred to execute the delivery of the Equipment from the upstream supplier to the Delivery Address, plus any applicable bank fees and credit card surcharges.
• Loss means all direct, indirect and consequential loss (including economic loss, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of contract (other than this Agreement), loss of savings, loss of production, production stoppage and loss of data even if such loss could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance), damage, liability, cost or expense including legal expenses on a solicitor and own client basis.
• Mediation Notice has the meaning provided in clause 21.1(c).
• Notice has the meaning provided in clause 20.1.
• Order means the order submitted by the Franchisee when ordering Equipment through the Equipment Portal.
• Privacy Policy means the privacy policy available at https://bodyfittraining.com.
• Personnel means, in respect of a party, that party's directors, officers, employees, agents and sub-contractors.
• Related Body Corporate has the meaning given to it in the Corporations Act.
• Residual Supply Fee means the Supply Fee (adjusted pursuant to clauses 3.4 and 5.1), less the Deposit.
• Storage Fee means AUD$50 per week.
• Supply Fee means the price payable for the Equipment being the amount set out in the Order and/or Equipment Portal as adjusted pursuant to clauses 3.4 and 5.1, plus any applicable bank fees and credit card surcharges.
• Supply Items means the individual items of equipment that make up an Equipment Order, as otherwise varied pursuant to clauses 3.4 and 5.1.
• Warranty Schedule means the schedule of Supply Item warranty periods set out on the Equipment Portal or such other location as notified by 3 Pillars to the Franchisee.

1. the singular includes the plural and vice versa, and a gender includes other genders;
2. another grammatical form of a defined word or expression has a corresponding meaning;
3. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement, and a reference to this Agreement includes any schedule or annexure;
4. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
5. a reference to $, £, € or dollar is to the currency designated on the Order and/or Equipment Portal unless otherwise indicated in these terms and conditions;
6. a reference to time is to the time in Victoria, Australia;
7. a reference to a party is to a party to this Agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
8. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
9. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
10. a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
11. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
12. any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
13. any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
14. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it;
15. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and
16. headings are for ease of reference only and do not affect interpretation.

2. Nature of this Agreement

1. 3 Pillars must supply and deliver the Equipment to the Franchisee; and
2. the Franchisee must accept the Equipment and pay 3 Pillars the Supply Fee, the Local Delivery Fee and any other applicable fee or cost.

3. Supply of Equipment

1. meet any changes introduced by the Franchisor to the fitness equipment requirements of BFT franchisees; or
2. make up for any Supply Items that are suspended in production or manufacture, or otherwise become unavailable.

1. supply the Supply Items of an Acceptable standard and quality;
2. deliver the Equipment in accordance with clause 8;
3. in all its dealings with Franchisees, act reasonably and in good faith; and
4. otherwise comply with the terms of the Agreement.

1. pay the Supply Fee;
2. accept delivery of the Equipment in accordance with clause 8, or otherwise reject the Equipment in accordance with clause 9;
3. in all its dealings with 3 Pillars, act reasonably and in good faith; and
4. otherwise comply with the terms of the Agreement.

4. Equipment Portal

5. Supply Fee and Local Delivery Fee

6. Payment of the Supply Fee and Local Delivery Fee

1. once an order for a BFT Branded Equipment Pack is submitted, 3 Pillars will issue the Franchisee an invoice for the Deposit and the Franchisee must pay the Deposit pursuant to the terms of the invoice; and
2. prior to delivery of a BFT Branded Equipment Pack, 3 Pillars will issue the Franchisee with invoices for the Residual Supply Fee, the Local Delivery Fee and any other applicable fees or costs, and the Franchisee must pay those fees pursuant to the terms of the relevant invoice/s.

1. at the point of sale via the Equipment Portal, and the Franchisee will be invoiced the Local Delivery Fee and any other applicable fees and costs separately; or
2. prior to delivery of the Equipment, 3 Pillars will issue the Franchisee with invoices for the Supply Fee, the Local Delivery Fee and any other applicable fees or costs (including but not limited to the Storage) that may have accrued, and the Franchisee must pay those fees pursuant to the terms of the relevant invoice/s.

1. the requirements of the Equipment Portal; or
2. the instructions set out on each relevant invoice received from 3 Pillars.

1. any alleged non-performance of 3 Pillars or the Franchisor of any of their obligations; or
2. any other claim that the Franchisee wishes to make against 3 Pillars or the Franchisor.

7. Storage of Equipment

8. Delivery

1. providing 3 Pillars will all necessary information to effect delivery of the Equipment to the Franchisee; and
2. taking possession and control of the Equipment (including unloading the Equipment) delivered by 3 Pillars at the Delivery Address on the Delivery Date.

9. Rejection of Goods

1. the incorrect type of Supply Items; or
2. an insufficient quantity of Supply Items; or
3. Supply Items that are not Acceptable,

(Faulty Supply Items), the Franchisee may within 72 hours of delivery, by notice in writing to 3 Pillars:

1. reject the Faulty Supply Items; or
2. accept the Faulty Supply Items.

1. repair;
2. replace; or
3. make good any under or over-delivery, of Faulty Supply Items.

10. Risk and Ownership

11. Confidentiality

1. is or becomes public knowledge other than by breach of this Agreement;
2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the Franchisee; or
4. is independently developed without access to the Confidential Information.

12. Intellectual Property Rights

13. Force Majeure

1. 3 Pillars is not liable for that failure or delay; and
2. 3 Pillars' obligations under this Agreement are suspended, to the extent to which they are affected by the relevant Force Majeure Event, for the duration of the Force Majeure Event.

14. Warranties

1. it has the full corporate power and authority to enter into, perform and observe its obligations under this Agreement, and that the execution, delivery and performance of this Agreement has been duly authorised by all necessary corporate actions; and
2. its obligations under this Agreement are valid and binding and enforceable in accordance with the terms of this Agreement.

1. is Acceptable; and
2. will be free from material defects in design, materials and workmanship for the period set out in the Warranty Schedule.

1. the Supply Item is damaged following delivery to the Franchisee, including as a result of misuse, abuse, accident, inappropriate storage or negligence on the part of the Franchisee or its Personnel or customers; or
2. the Supply Item is modified, changed or altered in any way following delivery to the Franchisee.

15. Termination

1. the breach is not capable of being remedied; or
2. the breach is capable of being remedied but the other party fails to remedy the breach within a reasonable period of time after notice has been given to the other party requiring such breach to be remedied.

1. any outstanding obligations on 3 Pillars will immediately cease; and
2. 3 Pillars will refund to the Franchisee those amounts paid by the Franchisee relating to the equipment, less 20% of the Supply Fee (representing 3 Pillars' reasonable costs of processing the Equipment Order up to the point of termination), any outstanding default interest and Storage Fees.

1. any outstanding obligations on 3 Pillars will immediately cease; and
2. 3 Pillars will refund to the Franchisee those amounts paid by the Franchisee relating to the equipment.

16. Indemnity

1. a breach of this Agreement by the party;
2. any negligent, wilful or unlawful act or omission by the party or the party's Personnel; or
3. any illness, injury or death of any person, or any loss, damage or destruction caused to any property which is caused or contributed to by any act or omission of the other party, in connection with the party's performance of the party's obligations under this Agreement.

17. Limitation of Liability

18. Tax

1. the consideration payable or to be provided for that supply under this Agreement but for the application of this clause (GST Exclusive Consideration) is increased by, and the Franchisee must also pay to 3 Pillars, an amount equal to the GST payable by 3 Pillars on that supply; and
2. the amount by which the GST Exclusive Consideration is increased must be paid to 3 Pillars by the Franchisee without set off, deduction or requirement for demand, at the same time as the GST Exclusive Consideration is payable or to be provided.

19. Privacy

1. to process and administer your dealings as a customer;
2. to deliver the products and services 3 Pillars holds itself out to provide; and
3. to administer the transactions contemplated by this Agreement.

1. use personal information provided to it for the purposes relating to this Agreement;
2. use personal information collected by it in accordance with the Privacy Policy.

1. the terms of the Privacy Policy and the terms of the Privacy Policy are incorporated into this Agreement by reference; and
2. 3 Pillars collecting and using and disclosing the personal information provided to 3 Pillars for the purposes set out in this Agreement.

20. Notices and Other Communications

1. in writing and in English; and
2. either hand delivered, sent by prepaid post, facsimile or email to the recipient's address for Notices specified below:
   • 3 Pillars:
     Addressee: Legal Department
     Address: Ground Floor, 51 Wangaratta Street, Richmond VIC 3121
     Email: Brandon@BodyFitTraining.com
   • Franchisee: The contact details specified on the Order.

1. if hand delivered, on delivery;
2. if sent by prepaid post, the second Business Day after the date of posting (or the seventh Business Day after the date of posting if posted to or from a place outside Australia); and
3. if sent by email, when sent by the sender unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee; but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

21. Dispute Resolution

1. The complainant will notify the respondent of the dispute by giving them notice (Dispute Notice) specifying:
   • the nature of the dispute;
   • the outcome required by the complainant; and
   • the action the complainant believes will settle the dispute.
2. The parties must in good faith attempt to resolve the dispute by mutual negotiation within fourteen (14) days (or such longer period as agreed by the parties) of the Dispute Notice being given.
3. If the are unable to reach a resolution of the dispute within fourteen (14) days, either party may, by notice (Mediation Notice) advise the other party that is seeks to resolve the dispute by mediation.
4. Within ten (10) days from the date of the Mediation Notice, the parties may refer the dispute to a mutually agreed mediator. If no agreement can be reached on an appropriate mediator, the parties may request the applicable law society to appoint an independent mediator.
5. The mediator will have the right to determine the time, place and procedures and rules for the mediation.
6. The parties agree that:
   • the mediation will take place on the basis that any discussions, documentation tabled, or any information which may arise during the mediation will be without prejudice to the rights of the parties and will remain confidential as between the parties and the mediator;
   • all costs of the mediation will be shared equally; and
   • a party will be deemed to not attend the mediation unless represented by a person with sufficient authority to settle the dispute at the mediation.
7. The mediator must act fairly, in good faith and without bias with the purpose of seeking a resolution of the dispute and will treat all matters in confidence. If any party believes in good faith the mediator is not acting in accordance with this clause, the party may withdraw from the mediation.
8. A party will not commence legal proceedings (except for urgent equitable relief) in relation to a dispute under these terms and conditions unless the dispute resolution procedure set out under this clause 21 has first been followed and the dispute remains unresolved.

22. Miscellaneous

1. changes in market conditions;
2. changes in technology;
3. changes in payment methods;
4. changes in relevant laws and regulatory requirements; or
5. any other reason determined by 3 Pillars acting reasonably.

This Agreement may only otherwise be altered otherwise in writing signed by each party.