Effective Date: January 2026
Operated By: Proving Grounds Athletic Limited
Based In: New Zealand
1.1 These Terms of Service set out how Proving Grounds Athletic Limited (us, we) will provide the Services to you.
1.2 By requesting or using the Services you agree to be bound by these Terms of Service. You must not use the Services if you do not agree to these Terms of Service.
1.3 We may from time to time make changes to these Terms of Service by updating the Site. Where any changes are material we will notify you of those changes. By continuing to use the Services you accept these Terms of Service as amended from time to time.
1.4 We are a company incorporated in New Zealand and we provide the Services in accordance with New Zealand law. You are solely responsible for compliance with local laws if you request or use the Services from a country other than New Zealand. The Services are not intended for use by any person if such use would be contrary to local law in which that person is located.
1.5 You also agree to:
1.5.1 The Privacy Policy; and
1.5.2 The Participant Waiver & Release of Liability.
2.1 In these Terms of Service, unless the context otherwise requires:
Facility means any physical gym, facility, studio, event venue or location operated by us that you access as part of the Services;
Fees means the fees payable for the Services, including membership fees, subscription fees, coaching fees, event fees, hold fees;
Released Persons means Proving Grounds Athletic Limited, and its directors, officers, shareholders, employees, contractors, coaches, trainers, instructors, advisors, volunteers, affiliates, representatives, sponsors, event organisers, platform providers, agents and persons acting on its behalf;
Services means the services to be provided by us to you (both in-person services and digital services) which may include the provision of our Facilities, personal training, strength and conditioning coaching, online coaching, training programmes, performance testing, competitions, assessments, provision of educational and social media content, and the provision of the Site;
Session means a specific training or coaching session provided by us;
Site means our website at https://provinggroundsathletic.com, including our app;
Third Party Provider means any third party provider that we use to provide the Services;
User Content means any content that you submit to us, including data, photographs, videos, comments, text, records, leaderboard submissions, performance data, files and statistics, including through our Site;
Working Day means a day other than a Saturday, Sunday or public holiday in Auckland New Zealand.
2.2 In these Terms of Service, unless the context otherwise requires:
2.2.1 References to a party means either you or us, including our successors and permitted assigns.
2.2.2 References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.
2.2.3 Headings are for convenience only and will not affect the interpretation of these Terms of
Service.
2.2.4 All references to legislation are references to New Zealand legislation in force and include any subordinate legislation, by-law, regulation, order, statutory instrument or determination made under it, any re-enactment of, or amendment to, that legislation and all legislation passed in substitution for that legislation.
2.2.5 References to monetary amounts, dollars, or $ are to New Zealand dollars.
2.2.6 The term includes or including (or similar) is deemed to be followed by the words without limitation.
2.2.7 Terms defined in the main body of these Terms of Service have the defined meaning throughout these Terms of Service, including the background.
2.2.8 The singular includes the plural and vice versa.
2.2.9 Any covenant not to do anything will also constitute an obligation not to suffer, permit, cause or assist any other person to do that thing.
2.2.10 References to written or in writing includes all modes of presenting or reproducing words, figures and symbols in a tangible and visible form.
3.1 We shall perform the Services to you in accordance with, and subject to, these Terms of Service.
3.2 We are not required to accept any request for Services.
3.3 You must be over 16 years of age to use any of our Services. Where you are under 18 years of age this requires parent or guardian consent, and you must both agree to the Participant Waiver & Release of Liability.
3.4 You must not in the use of the Services engage in any conduct that is unsafe, abusive, threatening, discriminatory, unlawful, fraudulent, dishonest, or otherwise inconsistent with our values, safety, or operational requirements.
4.1 You may be required to provide personal information to be provided with Services, including any memberships or subscriptions, or for creation of any account on our Site.
4.2 You agree to provide true and accurate information.
4.3 We will use your personal information as set out in our Privacy Policy.
5.1 You acknowledge that our Services carry a risk of serious injury. You use the Services, including any equipment, at your own risk and you acknowledge that you voluntarily choose to participate and assume the risks of participation.
5.2 To the fullest extent permitted by law the Released Persons are not liable in respect of any claims, liabilities, demands, damages, costs, losses, actions or causes of action arising from death or personal injury, as further detailed in the Participant Waiver & Release of Liability.
5.3 You waive any and all claims that you may have against the Released Persons and to release the Released Persons in respect of any death or personal injury referred to in clause 5.2 in accordance with the Participant Waiver & Release of Liability.
6.1 Whilst we may provide resources, tips and guidelines we make no representation or warranty that the Services, in particular any coaching or training, will result in will result in any particular result.
7.1 Facility and coaching memberships may be offered on weekly, fortnightly, monthly, annual, or other recurring billing arrangements.
7.2 Memberships may include access to:
7.2.1 Training facilities;
7.2.2 Coaching services;
7.2.3 Classes and squad sessions testing environments competitions or events;
7.2.4 Recovery or performance services;
7.3 Facility and coaching memberships automatically renew unless cancelled in accordance with clause 8.
7.4 Memberships are personal and are not transferrable.
8.1 Facility and coaching memberships require a minimum of four (4) weeks written notice.
8.2 Standard rates and billing continue to apply throughout the cancellation notice period.
9.1 Membership holds are available for holidays, travel, injury, or approved temporary circumstances and are subject to:
9.1.1 Payment of $65.00 monthly hold fee;
9.1.2 Payment of standard administration fee; and
9.1.3 Prior approval by us before the requested hold period begins.
9.2 While on hold:
9.2.1 In-person facility access and applicable in-person services are suspended; and
9.2.2 You retain access to the Site (including the App and applicable digital services).
9.3 If you give notice to cancel your membership while on hold:
9.3.1 The membership hold will immediately; and
9.3.2 The membership will revert to standard active membership billing and services during the termination period.
10.1 If you need to cancel any Session you must give us 24 hours’ written notice. The fee for the Session (where applicable) shall remain payable if you fail to do so (unless otherwise agreed by us).
10.2 If we are unable to provide any of our Session we will contact you in advance and reschedule such sessions or provide credit where appropriate.
11.1 This clause applies in respect of your use of any Facility.
11.2 We have the right to deny entry to any person who cannot produce a valid membership or ID upon entry.
11.3 The following terms apply in respect of your use of any Facility:
11.3.1 You must be courteous to other gym users and out staff;
11.3.2 You must not interfere with the enjoyment or safety of other gym users;
11.3.3 You must be considerate towards other gym users including allowing others the use of equipment;
11.3.4 You must not engage in any in appropriate, disruptive, disorderly, dangerous or illegal conduct, including verbally or physically threatening staff or other gym users;
11.3.5 You must follow directions given by us or our personnel;
11.3.6 You must comply with our health and safety and operational requirements;
11.3.7 You must use a towel during workouts;
11.3.8 You must not intentionally or recklessly damage our property or equipment;
11.3.9 All equipment must be wiped down after use;
11.3.10 Fully enclosed footwear and appropriate training gear must be worn at all times whilst using the facilities;
11.3.11 All weights must be returned to storage racks after use;
11.3.12 No food is allowed in the gym area;
11.3.13 Any fluids must be in enclosed bottles;
11.3.14 Drugs and alcohol must not be used;
11.3.15 You must not take photos or videos of any other gym users.
11.4 Failure to comply with any of these Terms of Service may result in a warning, suspension of the Services or termination of the Services.
12.1 Subscription to the App is available as follows:
12.1.1 Monthly subscription for the application monthly fee, billed monthly; or
12.1.2 Annual subscription for the application annual fee, billed annually.
12.2 Subscription to the App is also included within memberships for use of our Facilities.
12.3 App subscriptions may include training & Nutrition programs, progress tracking, standards systems and records access, nutrition or recovery guidance, coaching integrations, leaderboard and performance tracking features.
12.4 By subscribing to the App, you authorise us or our approved billing provider to charge your nominated payment method on a recurring basis until cancelled.
12.5 App subscriptions may be cancelled at any time through the applicable billing platform, app marketplace, or approved cancellation process prior to the next billing cycle.
12.6 No refunds will be provided (including in respect of non-use, change of mind, partial use, unused features or unused subscription periods) unless this is required under the Consumer Guarantees Act 1993 or other applicable law.
13.1 We use various Third Party Providers in order to provide the Services, including the provider of the software and platform through which certain Services may be provided. You may also be required to agree to their terms and policies in order that we can provide the Services. You agree to comply with the terms and policies of the Third Party Providers.
13.2 The provision of the Services may be dependent on the provision of services by the Third Party Providers.
14.1 You agree that you are responsible for maintaining the confidentiality of passwords associated with your account.
14.2 We grant to you a limited licence to access and use the Site solely for your personal, non- commercial use in connection with the proper use of the Services. We reserve all rights not expressly granted to you in relation to the Site.
14.3 The Site is provided on an “as is” and “as available” basis. We do not provide any guarantee, warranty or representation that the Site will be error free, or without disruption or interruption. There may be times when the Site is not available at all or available in part only.
14.4 We endeavour to ensure that the contents of the Site are true and accurate. However, to the extent permitted by law we do not accept any responsibility or liability arising from or in connection with your use of the Site or the information contained in it including but not limited to any incomplete, untrue or inaccurate information on the Site.
14.5 We do not warrant that the contents of the Site or any linked sites, including any downloadable files, are free from viruses, Trojan horses, worms or similar devices and we will not be responsible for any losses, damages, costs, liabilities, claims or demands suffered or incurred as a result.
14.6 You acknowledge that the Site and/or some functionality may not always be available. We shall not be liable to you in respect of any inability to access or use the Site at any time.
14.7 You must not use the Site for any illegal or unauthorised purpose. You must not violate any laws in your jurisdiction (including but not limited to copyright laws, export laws regarding the transmission of data or software to and from New Zealand or other relevant countries).
14.8 You must not:
14.8.1 Reproduce, distribute, sell, republish, or commercially exploit any of our content;
14.8.2 Share login credentials or account access; or
14.8.3 Misuse, disrupt, interfere with, reverse-engineer, or attempt unauthorised access to our systems or platforms.
14.9 You acknowledge that:
14.9.1 Responses or support may not be immediate;
14.9.2 Platform functionality may change over time;
14.9.3 Certain services or features may rely on third-party systems or integrations; and
14.9.4 All content and services are provided for general fitness, athletic, and educational purposes only and do not constitute medical, physiotherapy, or clinical advice.
15.1 You must not submit User Content that is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or that violates any party’s intellectual property or proprietary rights or these Terms of Service, or submit any unsolicited or SMS “spam” messages.
15.2 You must not upload false, misleading, fraudulent, or manipulated performance submissions or content.
15.3 You must only submit User Content in respect of which you have any necessary rights and permissions.
15.4 Without limiting any of our rights we may remove any User Content that we determine in our sole discretion breaches clause 15.1 and 15.2.
15.5 You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to host, store, process, transmit, and display User Content, including so that we can provide the Services.
15.6 Without limiting clause 15.5 by submitting videos, images, records, benchmark results, competition entries, performance data, or related content to us you acknowledge that we may use, reproduce, edit, publish, display, distribute, archive, promote, communicate such content in connection with:
15.6.1 Standards and records systems;
15.6.2 Verification processes;
15.6.3 Rankings and leaderboards competitions and events;
15.6.4 Social media and promotional material;
15.6.5 Educational or editorial content historical archives; and
15.6.6 Brand, media, and community content.
15.7 You acknowledge and agree that:
15.7.1 Verification and eligibility decisions made by us are final;
15.7.2 Submission does not guarantee verification, ranking, publication, or inclusion;
15.7.3 Fraudulent, manipulated, misleading, or dishonest submissions may result in removal, suspension, bans, or permanent disqualification; and
15.7.4 Publicly displayed rankings, records, or standards outcomes may change following review, appeals, audits, updated criteria, or verification processes.
15.8 You acknowledge that your User Content, may be transferred in unencrypted form and may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
15.9 Where any User Content constitutes personal information our use of it shall also be governed by our Privacy Policy.
16.1 All intellectual property used by us in carrying out the Services of whatever kind (whether protectable by registration or not), including in relation to any content in our Site (Our IP) is either owned by us or licensed to us to use and shall remain our property or that of the licensor.
16.2 We grant to you a non-exclusive and non-transferable licence to use Our IP for your personal, non-commercial use in connection with the proper use of the Services, where applicable for the length of any subscription. This licence ends when we cease providing Services to you.
16.3 You must not reproduce, duplicate, copy, sell, resell or exploit any portion of Our IP.
17.1 The Fees payable shall be the price payable in respect of the relevant Services when you order the Services.
17.2 The Fees are non-refundable except as expressly stated in these Terms of Service. There will be no refunds or credits for partial use of the Services, upgrade/downgrade refunds, or refunds for months unused with an active account except as expressly stated in these Terms of Service.
17.3 You shall pay our Fees through Stripe or such other payment provider used by us.
17.4 Without limiting any of our other rights, if you fail to make payment of any amount when due:
17.4.1 We may suspend provision of any Services until payment;
17.4.2 We may charge interest at 14% p.a. on the overdue amount; and
17.4.3 We may recover our costs and expenses incurred in pursuing payment of the debt.
17.5 We may increase the Fees upon 10 Working Days’ notice to you, provided the increase will not become effective until the expiration of any term that you subscribe to receive the Services.
18.1 We shall provide the Services to you for any period agreed between us, subject to the provisions of this or any other clause of these Terms.
18.2 We may terminate the provision of Services by giving you written notice if we are unable to provide any of the Services, including where a Third Party Provider ceases to provide the services that we need in order to provide those Services. Where we terminate under this clause we will refund the payment that you have made for any Services which consequently you are unable to use.
18.3 We may terminate the provision of the Services immediately by written notice to you if:
18.3.1 You breach any of these Terms of Service including failing to pay Fees when due;
18.3.2 You breach any of our other applicable policies;
18.3.3 Your use of the Services presents an unreasonable health, safety, security or legal risk to us or any other person;
18.3.4 You become insolvent or bankrupt, enter into a composition with your creditors, or become unable to pay debts as they fall due.
18.4 On termination under clause 18.3 your right to be provided with any of the Services shall cease. This includes access to any Facility and termination of your access to any account through the Site.
18.5 We shall have no liability in respect of any termination under this clause. However, termination of the Services shall be without prejudice to the rights and obligations of the parties immediately before termination. Any of these Terms of Service that by nature survive termination (including clause 15, User Content, clause 16, Intellectual Property clause 19 , Indemnity, and clause 20 , Limitation of Liability) will remain in effect.
18.6 Where appropriate, we may (but are under no obligation to) choose to issue a warning or temporarily suspend the Services instead of terminating Services.
19.1 You indemnify, and keep the Released Persons, indemnified from and against any losses, damages, costs, liabilities, claims or demands arising due to your use of the Site, your use of the Services, your User Content and your breach of these Terms of Use.
20.1 We shall not be liable for any indirect, special or consequential loss (including loss of profits, loss of revenue, loss of data) suffered by you in connection with the Services, whether arising in contract, tort, under statute or otherwise.
20.2 Our aggregate liability to you under these Terms of Service, whether arising in contract, tort, under statute or otherwise, shall be limited to the Fees paid by you in the previous 3 months preceding any claim.
20.3 Nothing in this clause or these Terms of Service is intended to limit or exclude our liability that cannot be limited or excluded under applicable law. Without limitation, nothing in these Terms of Service shall limit or restrict any rights that you may have under the Consumer Guarantees Act 1993.
21.1 To the extent permitted by law we give no warranties of any kind, whether express, implied, or statutory, including any implied representations or warranties of merchantability or fitness for a particular purpose.
22.1 We will not be liable for any delay or failure to perform any of the Services if this is caused by any event outside our reasonable control including but not limited to act of any third party, default of suppliers or contractors, act of God, epidemic, pandemic, strike, lockout or other industrial disturbance or labour difficulty, terrorist act, act of public enemy, war, blockade, revolution, riot, insurrection, civil commotion, lightning, storm, flood, fire, earthquake, explosion, any action, inaction, demand, order restraint, restriction, requirements, prevention, frustration or hindrance by or of any person, government or competent authority.
23.1 We shall be entitled to sub-contract and use other third parties to provide any of the Services.
23.2 We may assign or transfer any of our rights or obligations in connection with the Services and under these Terms of Service to any other person.
23.3 You may not transfer your rights or obligations to any other person without our written consent.
24.1 Any notice required by these Terms of Service to be given shall be in writing and may be given:
24.1.1 By you to us by email to info@provinggrounds.co.nz, through the website or through the App.;
24.1.2 By us to you to the email address provided at registration or otherwise provided to us.
25.1 These Terms of Service and the provision of the Services are governed by and construed in accordance with the laws of New Zealand.
25.2 The parties submit to the exclusive jurisdiction of the New Zealand Courts.
26.1 No waiver of any breach of these Terms of Service shall be treated as a waiver of any other or any subsequent breach. The failure of either party to enforce any of these Terms of Service at any time shall not be interpreted as a waiver of that provision.
26.2 If any of these Terms of Service is or becomes invalid, void, illegal or unenforceable, to the extent permitted by law, the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
26.3 The rights powers and remedies provided in these Terms of Service are cumulative and not exclusive of any rights powers or remedies provided by law.
26.4 These Terms of Service supersede all previous agreements, understandings and negotiations (whether written oral or both) on that subject matter.
