Moden Fitness Platform Subscription Agreement

Between: BEZTECH (Pty) Ltd, registration number 2026/549200/07, of 831 Mortimer Avenue, Mayville, Pretoria, 0084, South Africa, which operates the Moden Fitness platform and is referred to in this Agreement as "Moden" ("we", "us"); and the fitness facility named in the signature block ("the Gym", "you").

Moden is a product of BEZTECH (Pty) Ltd. BEZTECH is not currently registered for VAT.

By signing below (or accepting these terms electronically during onboarding), the Gym agrees to this Agreement.

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1. The Service

Moden grants the Gym a non-exclusive, non-transferable right to use the Moden Fitness platform ("the Platform") to manage its members, classes, bookings, billing, and related operations for the duration of this Agreement. The Platform is provided "as is" and "as available". All features are included in every tier.

2. Pricing

The Gym's monthly fee auto-adjusts to its active member count: a flat base plus a per-member rate that decreases as the Gym grows:

Examples: 30 members = R349; 100 = R649; 200 = R1,199; 300 = R1,699; 400 = R2,099.

• "Active member" = a member with an unfrozen, package-holding membership (active or past-due) on the billing date. Trial, frozen, and cancelled members are not counted.
• Fees recalculate on each monthly billing anniversary based on the member count that day. No pro-rata; the fee rises or falls with the count next cycle. There is no minimum contract term.
• Annual option: pay 12 months upfront and save 20%. The annual fee = your monthly fee (at your current member count) × 12 × 0.8, charged once and fixed for the 12-month term. (e.g. at 100 members: R649 × 12 × 0.8 = R6,230.40 for the year.)
• No setup fee; a free onboarding session is included.
• Fees are quoted in South African Rand. No VAT is charged (BEZTECH is not currently VAT-registered); VAT at 15% will apply if and when BEZTECH becomes VAT-registered.
• Fees are invoiced monthly in advance and are payable by EFT/bank transfer, card, or another method agreed with Moden in writing.

3. Billing of the Gym's own members

The Platform lets the Gym invoice and collect fees from its own members. The Gym, not Moden, is the seller of its memberships and is responsible for those invoices:

• Member invoices are issued in the Gym's name and member funds are collected to the Gym's own account via its chosen payment provider. Moden never receives, holds, or handles member funds.
• The Gym is solely responsible for the accuracy of its billing, its own pricing, VAT/tax, refunds, chargebacks, and any dispute with its members.
• Moden supplies the software only and is not a party to the Gym–member relationship.

4. Data protection (POPIA)

For member personal information, the Gym is the Responsible Party and Moden is the Operator, processing it only to provide the Platform and on the Gym's instructions. Moden applies reasonable security safeguards and will notify the Gym without undue delay of any compromise. Moden may use sub-processors (hosting, email, SMS/WhatsApp, and payment providers) to deliver the Platform.

5. Moden's obligations & support

Moden will make the Platform available to the Gym, provide a reasonable onboarding session, and offer support via email/in-app during business hours (Mon–Fri, 09:00–17:00 SAST). Moden will use commercially reasonable efforts to keep the Platform available and to minimise planned downtime, but does not guarantee uninterrupted or error-free operation.

6. The Gym's obligations

The Gym will: (a) keep its account credentials secure and ensure its staff and administrators comply with this Agreement; (b) use the Platform lawfully and only for its own facility operations; (c) provide its own devices and internet connectivity; and (d) obtain and maintain all necessary consents from its members for the collection and processing of their personal information through the Platform. The Gym is responsible for all activity under its account.

7. Term, cancellation & suspension

• This Agreement runs month-to-month (or per the annual term chosen).
• Either party may cancel on one (1) calendar month's written notice. Fees remain payable through the notice period, and fees already paid are non-refundable.
• Either party may terminate for the other's material breach if it is not remedied within 14 business days of written notice.
• Moden may suspend access immediately for non-payment (after a reasonable grace period) or for misuse that risks the Platform or other customers.
• On termination the Gym may export its data for a reasonable period, after which Moden may delete it.

8. Intellectual property & data

Moden owns all rights in the Platform. The Gym owns its own data (members, bookings, records) and grants Moden the right to process it to provide the Service. Moden may create and use aggregated, de-identified data derived from use of the Platform (which does not identify the Gym or any member) to operate, secure, benchmark, and improve the Platform and its services.

9. Confidentiality

Each party will keep the other's non-public business information confidential, use it only to perform this Agreement, and protect it with reasonable care. This obligation survives termination. It does not apply to information that is public, already lawfully known, or required to be disclosed by law.

10. Liability

To the maximum extent permitted by law, Moden is not liable for indirect or consequential loss, lost profits or revenue, data loss, service interruptions, or any loss arising from the Gym's own use of the Platform or its billing of members. Moden's total liability in any 12-month period is limited to the fees the Gym paid to Moden in that period.

11. Indemnity

The Gym indemnifies Moden against claims, liabilities, and costs arising from the Gym's use of the Platform, its billing of its members, or its breach of this Agreement or applicable law.

12. Force majeure

Neither party is liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including outages of third-party infrastructure, load-shedding, network failures, or acts of government. If such an event continues beyond 60 days, either party may terminate on written notice.

13. General

This Agreement is governed by the laws of the Republic of South Africa and subject to the exclusive jurisdiction of its courts. Moden may update these terms on 30 days' written notice. Neither party may assign this Agreement without the other's written consent, except that Moden may assign to a successor of its business. Notices must be in writing and may be given by email to the parties' registered addresses, effective on delivery. If any provision is unenforceable, the remainder stays in force. This is the entire agreement between the parties and supersedes prior discussions.