Terms of Service.

1. Definitions

• Business (or Tenant): an organisation, such as a studio, gym or wellness venue, that iGreat authorises to use the Platform to operate its business.
• Authorised User: a person the Business permits to access the Platform under the Business's account, such as staff or administrators.
• Member: an end customer of a Business who books, purchases or attends the Business's services through the Platform. Members deal with the Business, not with iGreat.
• Subscription Plan: the plan, pricing and options selected by the Business or agreed in writing.

2. Acceptance of these Terms

By accessing or using the Services, or by clicking to accept, you agree to these Terms and the iGreat Privacy Policy. If you are agreeing on behalf of a Business, you confirm that you are authorised to bind that Business. If you do not agree, you must not access or use the Services.

We may update these Terms. For material changes, we will give reasonable prior notice (for example, by email or through the Platform) before they take effect. If you do not agree to a change, you may stop using the Services before it takes effect. Your continued use after a change takes effect constitutes acceptance.

3. Eligibility and accounts

Business accounts are provided by allocation, and there is no public self-service business registration unless we enable it.

You must be at least 18 years old and have the authority to enter into these Terms. When you create an account, you agree to:

• provide accurate, current and complete information;
• keep your account information current;
• keep your credentials secure and confidential;
• accept responsibility for all activity under your account and your Authorised Users; and
• notify us promptly of any suspected unauthorised access.

4. The Services and licence to use

Subject to these Terms and payment of applicable fees, iGreat grants the Business a non-exclusive, non-transferable, revocable right to access and use the Platform for its internal business operations during the term.

The Platform is provided as a hosted software-as-a-service offering. We may update or improve features from time to time and will give reasonable prior notice of any change that materially reduces core functionality the Business relies on.

5. Fees and payments

5.1 What the Business pays iGreat

• Subscription fees, if any, are billed in advance in accordance with the Business's Subscription Plan and are payable by the due date.
• iGreat charges a platform service fee on transactions processed through the Platform, as set out on the iGreat pricing page. The current service fee is 1.25% plus $0.20 (excluding GST) calculated on the GST-inclusive price, grossed up to cover payment-processing costs, plus GST.
• We may change fees on at least 30 days' written notice, effective from the next billing cycle. Fee changes do not apply retrospectively.
• Overdue amounts may lead to suspension after reasonable notice and an opportunity to remedy.

5.2 How Member payments work

Member payments for a Business's classes, memberships and products are processed as direct charges to the Business's own connected payment account through our payment provider, Stripe. Accordingly:

• the Business is the merchant of record for its transactions with its Members and receives those funds directly;
• iGreat is not a party to the contract of sale between a Business and its Member, does not hold Member funds, and is not responsible for supplying the Business's services;
• iGreat deducts its platform service fee as an application fee on those transactions; and
• refunds, cancellations, chargebacks and consumer-law obligations to Members are the responsibility of the Business, which must publish its own refund and cancellation policy to its Members.

5.3 Payment provider

Payment processing is provided by Stripe and is subject to the Stripe Connected Account Agreement and Stripe's terms. By using payment features, the Business agrees to those terms and to provide the information Stripe requires. iGreat is not liable for the acts or omissions of the payment provider.

6. The Business's responsibilities

The Business is responsible for:

• its own lawful, accurate content, pricing, schedules and offers on the Platform;
• its relationship, contracts, consumer-law compliance, refunds and disputes with its Members;
• obtaining any consents, and giving any privacy notices, required for its handling of its Members' personal information (see clause 9);
• the conduct of its Authorised Users; and
• ensuring its use of the Platform complies with all applicable laws.

7. Acceptable use

You must not, and must not permit any Authorised User to:

• breach any law or third-party right, or use the Services for any fraudulent or unlawful purpose;
• upload false, misleading, infringing or harmful content;
• interfere with, disrupt, probe or attempt to gain unauthorised access to the Services or other accounts;
• use bots, scrapers or other automated means except as we permit;
• reverse engineer, decompile or attempt to derive source code, except to the extent this restriction is prohibited by law;
• resell, sublicense or provide the Services to third parties except as expressly permitted; or
• remove proprietary notices.

We may remove content or suspend access that we reasonably believe breaches this clause.

8. Intellectual property

As between the parties, iGreat owns all rights in the Platform, its software, and its content, features and branding. These Terms grant a licence to use the Platform, not a sale of it.

You retain ownership of content you submit ("Your Content"). You grant iGreat a non-exclusive, royalty-free licence to host, process, display and transmit Your Content solely to provide and support the Services. You are responsible for Your Content and confirm that you have the rights necessary to grant this licence.

9. Data protection and privacy

• Our handling of personal information is described in the iGreat Privacy Policy.
• For Member personal information that a Business collects through the Platform, the Business determines the purposes of that handling and is responsible for its own privacy compliance to its Members. iGreat handles that information on the Business's behalf to provide the Services.
• Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles as applicable to it.
• We maintain reasonable technical and organisational security measures, as described in the Privacy Policy, and will notify affected parties of eligible data breaches as required by the Notifiable Data Breaches scheme.

10. Availability and support

We aim to provide the Platform reliably but do not guarantee that it will be uninterrupted or error-free. Planned maintenance and factors outside our control may affect availability. Support is provided as described in the Business's Subscription Plan.

11. Warranties and the Australian Consumer Law

To the maximum extent permitted by law, and except as expressly stated in these Terms, the Services are provided on an "as is" and "as available" basis and we exclude implied warranties.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where the Australian Consumer Law applies and permits us to limit our liability, our liability for a failure to comply with a consumer guarantee (other than a guarantee under sections 51 to 53 of the Australian Consumer Law) is limited, at our option, to re-supplying the affected Services or paying the cost of having them re-supplied.

12. Limitation of liability

Subject to clause 11 and to the extent permitted by law:

• neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, data, goodwill or anticipated savings; and
• iGreat's total aggregate liability arising out of or in connection with these Terms and the Services is limited, for any twelve-month period, to the total fees paid by the Business to iGreat in the twelve months before the event giving rise to the liability.

13. Indemnity

The Business indemnifies iGreat against loss arising from the Business's or its Authorised Users' breach of these Terms, the Business's content, and the Business's dealings with, and services supplied to, its Members. This indemnity is reduced to the extent that iGreat caused the loss.

14. Suspension and termination

You may cancel in accordance with your Subscription Plan.

We may suspend or terminate the Services for material breach that is not remedied within 14 days of notice, for non-payment, for suspected fraud or unlawful use, or where required by law. Where practicable, we will give notice and an opportunity to remedy.

On termination, your right to use the Services ends; you may export Your Content for 30 days; accrued payment obligations survive; and clauses intended to survive (including clauses 8, 11, 12, 13 and 15) continue.

15. Dispute resolution and governing law

• The parties will first attempt to resolve any dispute in good faith by discussion between senior representatives.
• If a dispute is not resolved within 30 days, the parties will refer it to mediation administered by the Australian Disputes Centre before commencing court proceedings, except where urgent injunctive relief is required.
• These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

16. General

• Entire agreement: these Terms, together with any Subscription Plan, the pricing page and the Privacy Policy, are the entire agreement between the parties.
• Assignment: you may not assign your rights without our consent, which will not be unreasonably withheld; we may assign to an affiliate or in connection with a sale of our business.
• Severability: if any provision is unenforceable, the remaining provisions continue in effect.
• No waiver: a failure to enforce a right is not a waiver of it.
• Force majeure: we are not liable for delay or failure caused by circumstances beyond our reasonable control.
• Notices: we may give notice through the Platform, by email, or by other reasonable means.

17. Contact us

Humid Pty Ltd (ABN 83 695 252 763), trading as iGreat 3 Goldman Lane, Double Bay, Sydney, NSW 2028, Australia Email: contact@igreat.cloud Web: igreat.cloud