Terms & Conditions

Unless the context requires otherwise, the following terms shall have the meanings set out below.

Interpretation

Unless the context requires otherwise:

1. words importing the singular include the plural and vice versa;
2. headings are for convenience only and do not affect interpretation;
3. references to legislation include any amendment, replacement or re-enactment;
4. references to a person include an individual, company, partnership, trust or other legal entity;
5. the words including, includes and similar expressions mean including without limitation; and
6. references to any policy, rule or procedure include any amended or replacement version published or otherwise made available from time to time.

This Agreement governs every interaction between a User and the Relevant Group Entity in connection with any Membership, Facility, Programme, Service, Activity or Digital Platform operating under the ZIMANTRA brand.

Without limitation, this Agreement applies to:

• Membership applications and renewals
• Facility access, gym use, swimming pools, sports courts
• Group classes, personal training, coaching programmes
• Competitions and events
• Recovery facilities, including saunas and ice baths
• Coworking and business facilities
• Child and junior programmes
• Retail purchases where applicable
• Online bookings and Digital Platforms
• Guest access
• Any future Membership, Facility, Programme, Service or Activity introduced by the ZIMANTRA Group

This Agreement continues to apply whenever a User accesses or uses any Facility or Service, regardless of whether the User holds an active Membership at that time.

This Agreement becomes legally binding upon the earliest of the following:

1. signing a Membership Application;
2. electronically accepting this Agreement;
3. creating an online account;
4. making any payment relating to a Membership or Service;
5. entering any Facility;
6. participating in any Programme or Activity;
7. accepting an invitation to participate in any Programme or Activity;
8. using any Digital Platform; or
9. otherwise accessing or using any Service provided under the ZIMANTRA brand.

Where a parent or legal guardian enters into this Agreement on behalf of a minor, that parent or guardian confirms that they have the legal authority to do so and agrees to be bound by this Agreement both personally and on behalf of the minor.

Membership or access to any Facility or Service may be granted only to persons who satisfy the eligibility requirements determined by the Relevant Group Entity.

The Relevant Group Entity may require proof of identity, age, residency, medical information or any other information reasonably required to assess an application, verify eligibility or administer a Membership or Service.

Submission of an application does not create any entitlement to Membership or access.

The Relevant Group Entity reserves the right to approve, decline, suspend or cancel any application or Membership in accordance with this Agreement and applicable law.

Where false, misleading, inaccurate or incomplete information is provided, the Relevant Group Entity may reject the application, suspend or terminate the Membership, refuse access, cancel bookings or declare the Membership void from inception where permitted by law.

Every User must:

1. provide accurate, complete and up-to-date information whenever requested by the Relevant Group Entity;
2. promptly notify the Relevant Group Entity of any changes to their personal details or contact information;
3. comply with this Agreement and all applicable policies, rules, procedures, guidelines and notices;
4. comply with all applicable laws and regulations while using any Facility or Service;
5. follow all reasonable directions given by management or authorised staff;
6. behave respectfully towards staff, Members, Guests and other Users;
7. use Facilities, equipment and Services safely, responsibly and only for their intended purpose;
8. maintain appropriate standards of behaviour, hygiene and attire;
9. refrain from behaviour that is unlawful, abusive, threatening, violent, discriminatory, intimidating, disruptive or likely to endanger, inconvenience or interfere with other Users;
10. respect the property, equipment and Facilities of the ZIMANTRA Group and other Users;
11. immediately report any accident, injury, damage, security incident or unsafe condition to a member of staff; and
12. ensure that any Guest introduced by them complies with this Agreement and all applicable policies while using any Facility or Service.

Each User remains responsible for any loss, damage or liability arising from their own actions or omissions and, where applicable, those of any Guest introduced by them.

Users must comply with all operational policies, rules, procedures, guidelines and notices issued by the Relevant Group Entity from time to time.

Such documents may be displayed at a Facility, published electronically, communicated by staff or otherwise made available to Users.

Failure to comply with any applicable policy or operational requirement may result in refusal of entry, suspension of access, cancellation of bookings, disciplinary action or termination of Membership in accordance with this Agreement.

Nothing in this Agreement obliges the Relevant Group Entity to continue providing any particular Membership, Facility, Programme, Activity or Service indefinitely.

The Relevant Group Entity may, where reasonably necessary for operational, commercial, legal, maintenance, safety or other legitimate business reasons:

• introduce, modify or discontinue any Membership;
• introduce, modify or discontinue any Facility, Programme, Activity or Service;
• change operating models;
• engage Affiliates, contractors or third-party service providers;
• relocate or consolidate operations; or
• otherwise manage its business in a manner consistent with this Agreement.

From time to time, independent third parties may provide goods or services from or within ZIMANTRA Facilities. Such providers operate independently and are solely responsible for their own goods and services. Unless expressly stated otherwise, ZIMANTRA does not warrant or accept responsibility for the acts, omissions, products or services of any independent third party.

Where reasonably practicable, Members will be notified of significant changes that materially affect the use of their Membership.

Nothing in this clause limits any rights a User may have under applicable law.

The Relevant Group Entity may offer one or more Membership types from time to time.

The eligibility criteria, duration, inclusions, exclusions, privileges, conditions and fees applicable to each Membership shall be determined by the Relevant Group Entity and published in the applicable Membership Policy or other official communication.

Memberships are personal to the approved Member unless expressly stated otherwise and must not be transferred, assigned, shared, sold or otherwise used by another person without the prior written approval of the Relevant Group Entity. The Relevant Group Entity may require a Member to provide reasonable evidence of continuing eligibility for any Membership category, discount or benefit and may amend or withdraw any entitlement where the eligibility requirements are no longer satisfied.

Membership does not guarantee unrestricted access to every Facility, Programme or Service. Certain Facilities, Programmes or Services may require separate registration, payment, booking, approval or satisfaction of eligibility requirements.

Membership remains subject to this Agreement throughout its duration.

The Member agrees to pay all applicable fees, charges and other amounts relating to their Membership or use of any Facility, Programme or Service.

All fees shall be paid in the manner, frequency and by the payment methods approved by the Relevant Group Entity.

The Relevant Group Entity may revise its fees and charges from time to time. Revised fees shall apply from the effective date specified in the applicable notice or Membership Policy.

The Member is responsible for ensuring that any recurring payment arrangement remains valid and that sufficient funds are available when payments become due.

Failure to make payment when due may result in:

• suspension of Membership;
• refusal of entry;
• cancellation of bookings;
• suspension of Services;
• recovery of outstanding amounts; and
• any other action permitted under this Agreement or applicable law.

Administrative charges, interest and recovery costs may be applied to overdue amounts where permitted by law.

Unless otherwise stated, all fees are payable in Sri Lankan Rupees.

Applications to upgrade, downgrade, suspend, freeze, reactivate, renew or otherwise modify a Membership shall be administered in accordance with the applicable Membership Policy.

Approval of any request remains at the discretion of the Relevant Group Entity unless otherwise required by applicable law.

A Membership freeze does not automatically preserve promotional pricing, benefits or entitlements unless expressly confirmed in writing.

Membership fees remain payable until cancellation or expiry takes effect in accordance with the applicable Membership Policy.

Access to any Facility is subject to:

1. a valid Membership or other authorised entitlement;
2. compliance with this Agreement and all applicable policies;
3. payment of all applicable fees and charges;
4. any booking, age, health, safety or operational requirements; and
5. any additional conditions reasonably imposed by the Relevant Group Entity.

The Relevant Group Entity may implement access control measures including membership cards, QR codes, biometric identification, digital credentials or any other verification system.

Users must not:

• permit another person to use their Membership or access credentials;
• attempt to gain unauthorised access to any Facility;
• tamper with or interfere with any access control system; or
• bypass any security or verification procedure.

The Relevant Group Entity may require a User to produce satisfactory proof of identity, Membership or entitlement to access a Facility at any time. Failure or refusal to do so may result in refusal of entry or removal from the Facility.

The Relevant Group Entity may refuse entry or require a User to leave a Facility where it reasonably considers such action necessary for operational, safety, security or legal reasons.

Certain Facilities, Programmes, Activities and Services may require advance booking.

Bookings are subject to availability and any eligibility, capacity or operational requirements determined by the Relevant Group Entity.

The Relevant Group Entity may:

• establish booking procedures;
• impose booking limits;
• introduce waiting lists;
• cancel or amend bookings;
• substitute instructors, coaches or facilitators;
• relocate venues; or
• modify class or programme schedules, where reasonably necessary for operational or safety reasons.

Users are expected to attend booked sessions on time.

Repeated failure to attend bookings, repeated late arrivals or misuse of any booking system may result in booking restrictions, suspension of booking privileges or other reasonable administrative action.

The Relevant Group Entity may, where reasonably necessary for operational, commercial, maintenance, safety, legal or other legitimate business reasons:

• establish, amend or withdraw operating hours;
• modify class, programme or event timetables;
• alter booking procedures or participant limits;
• change instructors, coaches or other personnel;
• relocate, replace, upgrade or remove equipment;
• renovate, expand, close or reconfigure any part of a Facility;
• introduce, modify or discontinue Programmes, Services or Activities;
• implement or amend safety, security or access procedures; or
• make any other reasonable operational changes required for the effective management of its Facilities and Services.

Where reasonably practicable, Members will be notified of significant operational changes that materially affect the use of their Membership.

Operational changes made in accordance with this Agreement do not constitute a breach of this Agreement and do not entitle a User to compensation, damages or a refund unless otherwise required by applicable law or expressly provided in the applicable Membership Policy.

Users must use all Facilities, equipment and Services safely, responsibly and only for their intended purpose.

Users must comply with all instructions given by staff and any operational signage displayed within a Facility.

Users must immediately stop using any equipment that appears unsafe, damaged or defective and notify a staff member without delay.

Users must not intentionally or negligently:

• misuse equipment;
• alter or interfere with equipment;
• remove equipment from its designated location without authorisation;
• damage any Facility or property; or
• interfere with the safe use or enjoyment of any Facility by another User.

The Relevant Group Entity may temporarily withdraw equipment or restrict access to any area where reasonably necessary for maintenance, inspection, repair, replacement or safety.

Each User is responsible for ensuring that they are medically and physically fit to participate in any Activity.

Users should obtain appropriate medical advice before participating where they have any medical condition, illness, injury, disability, pregnancy or other health concern that may affect their safe participation.

Users must immediately discontinue participation and notify a staff member if they experience pain, dizziness, illness, injury or any condition that may affect their safety or the safety of others.

The Relevant Group Entity may require a User to cease participation in any Activity where management reasonably believes continued participation presents a risk to the User or to others.

Nothing in this Agreement constitutes medical advice, diagnosis or treatment.

By entering or using any Facility or Service, each User represents and warrants that they are medically and physically fit to participate, are unaware of any illness, injury or condition that would make such participation unsafe, and acknowledge that each visit constitutes a renewed confirmation of that representation.

Users remain solely responsible for all personal belongings brought into or left within any Facility.

Lockers, storage areas or similar facilities are provided as a convenience only unless expressly stated otherwise.

Users should not leave valuables unattended.

Items left unattended or stored in breach of published policies may be removed where reasonably necessary for operational, safety or security reasons.

Unclaimed property may be retained, disposed of or otherwise dealt with in accordance with the applicable Lost Property Policy after a reasonable holding period.

Where parking is provided, it is offered solely as a convenience and is subject to availability.

Users park vehicles entirely at their own risk.

The Relevant Group Entity may establish parking rules, traffic management procedures, designated parking areas and access restrictions from time to time.

Users must comply with all parking signage and directions issued by staff.

Vehicles that obstruct operations, create safety hazards or remain parked in breach of applicable rules may be relocated or removed where permitted by law and at the vehicle owner's risk.

By accessing or using any Facility or Service, each User acknowledges and agrees that participation in fitness, sporting, recreational, wellness and related activities involves inherent risks that cannot be completely eliminated.

Such risks may include, without limitation:

• slips, trips and falls;
• equipment malfunction or misuse;
• physical exertion;
• muscle strains, sprains or fractures;
• collisions with persons or objects;
• exposure to water, heat or cold;
• medical emergencies;
• illness;
• transmission of communicable diseases; and
• serious injury or death.

Each User is responsible for ensuring that they are medically and physically fit to participate in the relevant Activity and must not participate where doing so may pose an unreasonable risk to themselves or others.

Users should obtain appropriate medical advice before participating where they have any medical condition, injury, illness, disability, pregnancy or other health concern.

Users must immediately inform staff if they experience pain, dizziness, illness or any condition that may affect their safe participation.

Participation in any Activity is voluntary and entirely at the User's own risk.

If the Relevant Group Entity reasonably believes that a User requires urgent medical attention, it may arrange first aid, emergency medical treatment, ambulance services or any other assistance considered reasonably necessary.

The Relevant Group Entity may rely on information provided by the User or any person reasonably believed to be acting on the User's behalf when arranging emergency assistance.

Where reasonably practicable, the Relevant Group Entity will attempt to notify the User's nominated emergency contact.

The User remains responsible for all medical, hospital, ambulance and related costs incurred unless otherwise required by applicable law.

Nothing in this Agreement requires the Relevant Group Entity to provide medical services beyond the reasonable first aid assistance available at the Facility.

To the fullest extent permitted by applicable law, the Relevant Group Entity shall not be liable for any indirect, incidental, consequential, special or exemplary loss arising from or relating to the use of any Membership, Facility, Programme, Activity or Service.

Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

Where liability may lawfully be limited, the liability of the Relevant Group Entity shall be limited to the maximum extent permitted by law.

Users acknowledge that Facilities and Services operate in shared environments and that the Relevant Group Entity cannot guarantee that every risk can be prevented.

Notification of Claims

To the extent permitted by applicable law, a User who intends to make a claim arising out of or in connection with this Agreement or the use of any Membership, Facility, Programme or Service should notify the Relevant Group Entity in writing as soon as reasonably practicable after becoming aware of the circumstances giving rise to the claim. This clause does not limit any statutory limitation period applicable under law.

Except where liability cannot lawfully be excluded, the Relevant Group Entity is not responsible for the loss, theft or damage of money, jewellery, valuables, electronic devices, vehicles or any other personal property brought into or left at a Facility.

Users are encouraged not to bring unnecessary valuables into any Facility.

This clause supplements Clause 16 relating to the storage of personal belongings.

Users are responsible for any loss or damage caused to any Facility, equipment or other property through intentional misconduct, negligence or misuse.

The Relevant Group Entity may recover the reasonable cost of repair, replacement or reinstatement.

This clause does not limit any other legal rights or remedies available to the Relevant Group Entity.

To the fullest extent permitted by applicable law, each User agrees to indemnify and hold harmless the Relevant Group Entity, its Affiliates, directors, officers, employees, contractors, volunteers and authorised representatives against claims, liabilities, damages, losses, costs and expenses arising directly from:

• the User's breach of this Agreement;
• unlawful conduct by the User;
• negligent or intentional acts or omissions of the User;
• misuse of any Facility, Programme or Service; or
• damage caused by the User to persons or property.

This clause does not apply to the extent that a claim arises from the negligence, fraud or wilful misconduct of the Relevant Group Entity.

Where the Relevant Group Entity is required to take legal or enforcement action arising from a User's breach of this Agreement, the User shall be responsible for the reasonable legal costs, recovery costs and other enforcement expenses incurred by the Relevant Group Entity to the extent permitted by applicable law.

For safety, security, operational and quality assurance purposes, Facilities may use CCTV and other monitoring systems.

Users acknowledge that images, video and audio recordings may be captured where permitted by applicable law.

The Relevant Group Entity may photograph or record Programmes, competitions, events or promotional activities.

Where required by applicable law, separate consent will be obtained before a User's identifiable image is used primarily for advertising or promotional purposes.

Users must not photograph, film or record other Users in a manner that unreasonably invades privacy, creates discomfort or breaches any published policy.

The Relevant Group Entity may require recording to cease and may require images or recordings to be deleted where reasonably necessary to protect privacy, safety or security.

The Relevant Group Entity may collect, use, store and process personal information for purposes including:

• administering Memberships;
• providing Facilities and Services;
• processing payments;
• managing bookings;
• maintaining safety and security;
• complying with legal obligations;
• communicating operational information; and
• improving Facilities and Services.

Personal information will be handled in accordance with applicable law and the ZIMANTRA Privacy Policy. Users are responsible for ensuring that their contact details remain accurate and up to date.

The Relevant Group Entity shall not be responsible for any loss arising from a User's failure to receive communications due to inaccurate, incomplete or outdated contact information.

Users consent to receiving communications relating to their Membership, bookings, payments, operational notices, safety information and other legitimate business matters.

Users may opt out of promotional communications where applicable.

All trademarks, logos, branding, photographs, publications, software, training materials, videos, programmes, systems, documents and other intellectual property associated with the ZIMANTRA brand remain the property of the Relevant Group Entity or the applicable rights holder.

Nothing in this Agreement transfers ownership of any intellectual property.

Users must not copy, reproduce, distribute, publish, modify, reverse engineer, commercially exploit or otherwise use any intellectual property without prior written permission.

Use of any Digital Platform is subject to this Agreement and any additional terms applicable to that platform.

Users are responsible for maintaining the confidentiality of their usernames, passwords and other access credentials.

Users must not:

• interfere with or disrupt any Digital Platform;
• attempt to gain unauthorised access;
• introduce malicious software;
• reverse engineer or circumvent security measures; or
• use any Digital Platform for unlawful or unauthorised purposes.

The Relevant Group Entity may suspend, restrict or terminate access to any Digital Platform where reasonably necessary for operational, security or legal reasons.

The Relevant Group Entity may suspend a Membership, refuse entry to any Facility, restrict access to any Service, cancel a booking or terminate this Agreement where a User:

• breaches this Agreement or any applicable policy;
• fails to pay any amount due;
• provides false, misleading or fraudulent information;
• engages in unlawful, abusive, threatening, violent, discriminatory or unsafe behaviour;
• damages property or equipment;
• places themselves or others at risk;
• misuses any Membership, Facility or Service; or
• otherwise acts in a manner that the Relevant Group Entity reasonably considers incompatible with the safe, orderly or proper operation of its Facilities or Services.

The Relevant Group Entity may investigate any accident, complaint, misconduct, security incident, suspected breach of this Agreement or any matter affecting the safety, security or proper operation of its Facilities or Services. Users must cooperate with any reasonable investigation and provide accurate information when requested. The Relevant Group Entity may review CCTV recordings, access records and other relevant information and may temporarily suspend access while an investigation is ongoing where reasonably necessary. Unless otherwise determined by the Relevant Group Entity or required by applicable law, Membership fees and other recurring charges shall continue during any period of suspension.

Except where immediate action is reasonably necessary for safety, security, legal compliance or the protection of persons or property, the Relevant Group Entity may, but is not obliged to, provide the User with an opportunity to respond before taking action.

Termination or suspension does not affect any accrued rights, outstanding payment obligations or any provision of this Agreement intended to survive termination.

Unless expressly provided otherwise in this Agreement, the applicable Membership Policy or as required by applicable law:

• Membership fees are non-refundable;
• unused Membership periods are not redeemable for cash;
• failure to use a Membership or Service does not entitle a User to a refund; and
• operational changes made in accordance with this Agreement do not automatically entitle a User to compensation or a refund.

Where the Relevant Group Entity approves a refund, it may deduct any outstanding fees, charges or other amounts lawfully owed before processing the balance.

Approved refunds shall, where reasonably practicable, be made using the original payment method.

Any refund, credit or other concession granted by the Relevant Group Entity on a discretionary basis shall not create any obligation, precedent or continuing entitlement in relation to any future request.

The Relevant Group Entity shall not be liable for any delay, interruption, suspension or failure to perform its obligations under this Agreement where such delay or failure results from circumstances beyond its reasonable control.

Such circumstances include, without limitation:

• natural disasters;
• epidemics or pandemics;
• public health emergencies;
• acts of government;
• war;
• terrorism;
• civil unrest;
• industrial disputes;
• utility failures;
• supply chain disruptions;
• technology failures;
• cyber incidents;
• fire;
• flood;
• government restrictions;
• mandatory closures;
• utility rationing;
• telecommunications failures;
• internet service interruptions; or
• any other event beyond the reasonable control of the Relevant Group Entity.

The Relevant Group Entity shall resume normal operations as soon as reasonably practicable following the cessation of the relevant event.

The Relevant Group Entity may amend this Agreement where reasonably necessary to:

• comply with changes in law;
• improve clarity;
• reflect operational changes;
• introduce new Memberships, Facilities, Programmes or Services;
• improve safety or security; or
• protect the legitimate interests of the ZIMANTRA Group.

Material amendments will be published or otherwise communicated before taking effect where reasonably practicable.

Continued use of any Membership, Facility or Service after an amendment takes effect constitutes acceptance of the amended Agreement.

A User may not assign, transfer or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of the Relevant Group Entity.

The Relevant Group Entity may assign, transfer, novate or otherwise deal with this Agreement to another ZIMANTRA Group entity, an Affiliate or a successor in connection with a merger, restructuring, sale of business or similar transaction.

A failure or delay by the Relevant Group Entity to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

A waiver shall only be effective if made in writing by an authorised representative of the Relevant Group Entity.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

Where reasonably possible, any invalid provision shall be interpreted or modified so that it remains enforceable while achieving its intended commercial purpose.

This Agreement shall be governed by and interpreted in accordance with the laws of the Democratic Socialist Republic of Sri Lanka.

The parties shall endeavour to resolve any dispute arising under or in connection with this Agreement through good faith discussions before commencing legal proceedings.

Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary.

This Agreement may be accepted electronically.

Electronic signatures, online acceptance, QR code acknowledgements, biometric verification, electronic records and other legally recognised methods of acceptance shall have the same legal effect as physical signatures to the extent permitted by applicable law.

Electronic records maintained by the Relevant Group Entity may be relied upon as evidence of the contractual relationship between the User and the Relevant Group Entity.

Acceptance may occur through electronic signature, click-wrap acceptance, online acknowledgement, one-time password verification, biometric verification or any other legally recognised method capable of recording a User's acceptance.

This Agreement, together with all documents expressly incorporated by reference, constitutes the entire agreement between the User and the Relevant Group Entity relating to its subject matter.

It supersedes all previous terms, conditions, representations, understandings and agreements relating to the same subject matter except where expressly preserved in writing.

Any provision which, by its nature, is intended to continue after termination or expiry of this Agreement shall remain in effect.

Without limitation, this includes provisions relating to:

• outstanding payments;
• limitation of liability;
• indemnity;
• intellectual property;
• privacy;
• dispute resolution; and
• any other provision necessary to give effect to this Agreement.

The Relevant Group Entity may communicate with Users by email, SMS, telephone, mobile application, member portal, website, social media, display at a Facility, or any other reasonable method using the contact details provided by the User.

Users are responsible for ensuring that their contact details remain accurate and up to date.

Unless otherwise required by applicable law, any notice, communication, policy update or operational announcement issued by the Relevant Group Entity shall be deemed to have been received when it is sent, published, displayed or otherwise made available through an approved communication channel.

Failure by a User to receive or read a communication due to inaccurate contact details, technical issues beyond the Relevant Group Entity's reasonable control, or failure to monitor published communications shall not invalidate the communication or relieve the User of any obligation arising under this Agreement.

By signing a Membership Application, electronically accepting this Agreement, creating an account, making a payment, entering a Facility, participating in any Activity, using any Service or otherwise engaging with the ZIMANTRA Group, the User confirms that:

• they have read this Agreement;
• they understand this Agreement;
• they have had the opportunity to seek independent advice if they wished to do so;
• they agree to be legally bound by this Agreement; and
• they agree to comply with this Agreement and all policies, rules, procedures and notices incorporated into it.