Software Subscription Terms

1. Parties, acceptance and contract documents

These Terms are between JLC COMPANY PTY LTD ACN 683 020 984, ABN 96 683 020 984, trading as THE HYBRID GROUP CONSULTING (THG, we, us), and the business identified in the applicable checkout or order form (Customer, you).

The contract consists of the checkout or order form, these Terms and any written service or data schedule expressly incorporated. A specific order form prevails only where it clearly identifies the provision being changed.

By signing an order form, accepting these Terms at checkout or using the Platform after being given these Terms, the Customer agrees to the contract. The person accepting confirms that they are authorised to bind the Customer.

2. Subscription licence and authorised use

During a paid or approved evaluation term, THG grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence for its authorised users to access and use the Platform solely for the Customer’s internal gym operations at the approved gym site.

The licence is a right to use a hosted service. The Platform and source code are not sold or transferred. Separate gym sites, additional locations, franchises or related entities require an additional order unless expressly included.

Account security

The Customer must keep credentials confidential, use multi-factor authentication where available, provide accurate account information, promptly remove former personnel and notify THG of suspected compromise. The Customer is responsible for activity under its accounts except to the extent caused by THG’s breach or security failure.

Restrictions

Except where a restriction is prohibited by law, the Customer must not, and must not help anyone to:

• copy, reproduce, publish, distribute, sell, lease, sublicense, timeshare or commercially exploit the Platform or documentation;
• provide the Platform to another gym, business or service bureau;
• reverse engineer, decompile, disassemble, scrape or attempt to discover source code, non-public APIs, models, security controls or underlying structure;
• modify or create a competing or derivative product outside authorised configuration features;
• remove copyright, trade mark, confidentiality or proprietary notices;
• use non-public access, screenshots, documentation or outputs to build, train, benchmark or improve a competing product;
• circumvent usage limits, authentication, rate limits or security measures; or
• upload unlawful, infringing, malicious or deceptive material or conduct security testing without written approval and agreed rules of engagement.

3. Intellectual property and confidentiality

THG and its licensors retain all Intellectual Property Rights in the Platform, generic templates, product designs, documentation, workflows, improvements, analytics and know-how. No ownership passes to the Customer.

Customer suggestions may be used to improve the Platform only where they do not include Customer confidential information, personal information or third-party material. This does not transfer ownership of Customer Data.

Each party must protect the other party’s non-public business, technical, security and customer information, use it only for the contract and disclose it only to personnel and service providers who need it and are bound by confidentiality. Confidentiality does not apply to information lawfully known without restriction, independently developed, public without breach or lawfully received without duty.

4. Plans, fees and renewals

Displayed Australian prices include GST unless checkout states otherwise. Monthly subscriptions are billed in advance. The Customer authorises the payment provider to charge the selected payment method. THG may retry failed payments and, after reasonable notice, suspend paid features until payment is made.

Founder pricing continues only while the same Customer maintains an uninterrupted eligible subscription and complies with the contract. If it cancels or transfers the founder place, a later subscription is at the then-current standard price unless THG agrees otherwise in writing.

A monthly subscription renews each month until cancelled. THG may change the standard price with at least 30 days’ notice. If the Customer does not accept an increase, it may cancel before the change takes effect without an early termination fee.

5. Customer Data and privacy

The Customer retains its rights in data, logos, photos, copy, member content and other material it or its users submit. The Customer grants THG and its service providers a non-exclusive worldwide licence during the contract, and for a reasonable backup and deletion period afterwards, to host, copy, transmit, display, modify for technical compatibility and otherwise process Customer Data only to provide, support, secure and improve the Platform, comply with law and exercise contractual rights.

THG may create and use aggregated or de-identified analytics that do not identify the Customer or an individual. The Customer warrants it has the rights, notices and consents needed for Customer Data and must not direct THG to process data unlawfully.

Each party must comply with privacy law that applies to it. The Customer is responsible for its relationship with members, collection notices, account permissions, lawful instructions and legally required gym records. Further information appears in the Privacy Policy.

Data after termination

If requested before termination, THG will use reasonable efforts to provide an available standard export of Customer Data. The Customer is responsible for preserving records it must retain. THG may delete Customer Data after 60 days, subject to legal retention, security logs and routine backups, which remain protected and are deleted through normal cycles.

6. Service operation, security and third parties

THG will use commercially reasonable efforts to operate and support the Platform. Internet services can experience maintenance, third-party failures and interruptions. THG may improve, replace or discontinue features. For a change that materially reduces a core paid function, THG will give reasonable notice where practicable and offer a reasonable alternative or allow cancellation with a pro-rata refund for the materially unavailable prepaid period.

THG uses reasonable administrative, technical and organisational safeguards, restricts access to authorised personnel and service providers, and will notify the Customer without undue delay after confirming a material incident affecting Customer personal information where notification is appropriate.

The Platform may interoperate with payment, database, hosting, gym-management, form, email and analytics providers. Third-party services are governed by their own terms and availability. The Customer must maintain separately selected third-party accounts and permissions.

THG may suspend affected access where reasonably necessary to protect security, prevent material misuse, comply with law, avoid harm or address overdue fees. Where practicable, THG will give notice, limit suspension to what is necessary and restore access when the issue is resolved.

7. Warranties, liability and indemnities

Nothing in the contract excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law. Subject to non-excludable law, THG warrants it will provide the service with due care and skill but does not promise uninterrupted or error-free operation or a particular business outcome.

To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or opportunity where that exclusion is fair and lawful in the circumstances. THG’s aggregate liability arising from the contract is limited to the fees paid or payable by the Customer in the 12 months before the event giving rise to the claim.

The liability cap does not apply to fraud, wilful misconduct, personal injury caused by negligence, infringement of the other party’s Intellectual Property Rights, breach of confidentiality or liability that cannot lawfully be limited. Where law permits THG to limit liability for a service, THG may elect to resupply the service or pay the reasonable cost of resupply.

The Customer indemnifies THG against third-party claims and direct loss to the extent caused by unlawful Customer Data, material breach of the use restrictions or infringement of third-party rights. THG indemnifies the Customer against a third-party claim that authorised use of the unmodified Platform infringes Australian copyright or a registered Australian trade mark, subject to reasonable control of the defence and stated exclusions.

8. Termination, disputes and general terms

Either party may terminate for material breach not remedied within 14 days after written notice, or immediately for insolvency, deliberate infringement, fraud or a serious security or confidentiality breach. THG may terminate an evaluation on reasonable notice and a paid monthly service for convenience on at least 30 days’ notice with a refund of prepaid fees for any unused period.

On termination, the licence ends. The Customer must stop using the Platform and THG confidential information. Provisions concerning ownership, confidentiality, accrued payment, liability, disputes and general matters survive.

A party must give written details of a dispute. Authorised representatives must meet within 10 business days and attempt good-faith resolution. If unresolved after 20 business days, either party may propose mediation in Queensland before court proceedings. This does not prevent urgent injunctive relief, debt recovery for an undisputed amount, regulator contact or preservation of evidence.

THG may update these Terms prospectively for legal, security, service or commercial reasons by giving reasonable notice. A materially adverse change takes effect no earlier than 30 days after notice. If the Customer does not accept it, the Customer may cancel before it takes effect and receive a pro-rata refund of prepaid unused fees.

Neither party may assign the contract without consent, not to be unreasonably withheld, except THG may assign it with the Platform or substantially all relevant business assets on notice. Invalid terms are read down or severed to the minimum extent necessary. Queensland law governs the contract and the parties submit to Queensland courts.