Agreement Form

The CLIENT understands and agrees to the onboarding flow that is detailed in the PDF GymWell Onboarding Flow.

The CLIENT understands that some work will be required of them and that if the Site Content Move Over is not purchased then the CLIENT will use the pages and content provided in 321GoProject’s site templates. Only coaches, testimonials and posts will be moved over from their existing site.

Our Commitment to You

i) We respect our CLIENT’s confidentiality (Item 7).

ii) We use open source solutions wherever possible. This means no vendor lock-in and software fees are charged at ‘fair and reasonable rates’ or in most cases, fees are not applicable (Item 12.1).

iii) If the CLIENT determines that the website does not comply with the project components agreed to in this document, 321GoProject agrees to carry out any necessary and reasonable modifications without extra charge (Item 19).

iv) If the CLIENT is not happy with our service after 3 months, the CLIENT is free to move their domain name and data to another service platform provider (Item 20.1).

General Terms

1. Authorization
The CLIENT authorizes 321GoProject to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.

2. Agreement Scope and Period
Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.

3. Costs and Fees
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes, and additions before the commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, shipping and handling or courier service. Expenses are itemized on each invoice.

4. Production Schedules
Production schedules will be established and adhered to by both the CLIENT and 321GoProject. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.

5. Work Schedule
Client’s work is based on a reasonable time schedule and may be revised to take into consideration the CLIENT’s requested “Priority Scheduling”. Typical schedule is defined as between 8.30am – 5.30pm Monday to Friday, except public holidays, unless otherwise agreed.

6. Payment
6.1 The CLIENT agrees to pay 321GoProject in accordance with the terms specified on our website. The CLIENT will be required to pay each month for the upcoming month unless otherwise specified.

6.2 If the CLIENT fails to pay any invoice, 321GoProject reserves the right to withdraw the website, software, and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. 321GoProject will charge a late payment fee of 5% per month on the outstanding amount. The CLIENT is responsible for any debt collection fees which may come due.

7. Confidentiality
321GoProject will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.

This obligation of confidence will cease to apply in relation to information that 321GoProject is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by 321GoProject of its obligations of confidence under this Agreement.

8. Promotion
321GoProject is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that 321GoProject reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of 321GoProject services. The CLIENT agrees to allow 321GoProject to retain a credit and link from the footer of the website.

9. Copyright

The CLIENT is responsible for all trademark, service mark, copyright, and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials 321GoProject uses for this project. The CLIENT indemnifies 321GoProject against any loss or damage arising directly or indirectly from any unauthorized use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.

10. Project Copyright

10.1 After acceptance of the website and payment of all sums due by the CLIENT, 321GoProject agrees to assign perpetual and unrestricted copyright to use any materials produced by 321GoProject as outlined in this agreement to the CLIENT including exclusive usage rights to unique graphics.

10.2 321GoProject reserves all rights over working and source files. The CLIENT does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.

10.3 321GoProject reserves all rights to license (open source) and release all software code including website templates developed under this agreement.

11. Open Source Software
11.1 321GoProject makes extensive use of open-source software and components to supply websites and services to the CLIENT. 321GoProject will not charge additional licensing fees on open-source software.

11.2 The CLIENT indemnifies 321GoProject against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.

11.3 All software and components not developed by 321GoProject retain the original license and terms associated with them. 321GoProject cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.

12. Force Majeure
321GoProject shall not be deemed in breach of this Agreement if 321GoProject is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God, death, illness or incapacity of 321GoProject or any local, state, federal, national or international law, governmental order or regulation or any other event beyond 321GoProject’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, 321GoProject shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

13. Termination
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, 321GoProject shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.

If additional payment is due, this shall be payable within fourteen days of the CLIENT’s written notification to stop work. In the event of termination, the CLIENT shall also pay any expenses incurred by 321GoProject and 321GoProject shall own all rights to the work. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.

14. Domain Names
14.1 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. The CLIENT manages their domain(s) and payment of fees unless the CLIENT requests in writing that 321GoProject manage the domain name(s) on behalf of the CLIENT. 321GoProject will invoice the CLIENT when fees are due.

14.2 321GoProject uses Godaddy.com (referred to as REGISTRAR) to manage our CLIENTS’ domain names. CLIENTS are bound by the REGISTRARS’s “Domain name registration terms” which are found on their website: www.godaddy.com

14.3 The CLIENT indemnifies 321GoProject against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.

15. Hosting
While under the GymWell platform, the CLIENT is not responsible for any hosting matters. 321GoProject will manage the hosting and costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues.

16. Browser Variance
Our websites are optimized for XHTML compliant browsers and adjusted to support Internet Explorer (IE). We test using browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers. Websites are tested on

Internet Explorer versions 7 and 8 (PC)
The latest version of Firefox (Mac)
The latest version of Safari (Mac)
The latest version of Chrome (Mac)

321GoProject will test and optimize for additional browsers and versions if requested by the CLIENT before the commencement of the project.

17. Testing and Acceptance of the Website
Once the project has, in the opinion of 321GoProject been completed, 321GoProject will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, 321GoProject agrees to carry out any necessary and reasonable modifications without extra charge.

18. Website, Data, and Security
18.1 Upon the end of this agreement, The CLIENT is free to transfer their website management to another service provider. 321GoProject will supply the last backup of the site and associated data. 321GoProject will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.

18.2 Ongoing Management (see definition) is not included in this agreement and will require an additional agreement.

18.3 If The CLIENT does not proceed with an additional or Ongoing Management agreement, The CLIENT is responsible for Ongoing Management of the website and indemnifies 321GoProject against any loss or damage arising directly or indirectly from website downtime or security breaches.

19. Client Responsibilities
If the CLIENT or an agent of The CLIENT other than 321GoProject attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our STANDARD or OVERTIME hourly rate, and is an additional cost above the costs outlined in this agreement.

20. Errors and Omissions
It is 321GoProject’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However, 321GoProject is not liable for errors or omissions. The CLIENT indemnifies 321GoProject against any loss or damage arising directly or indirectly from any errors and omissions.