Terms of sale

1. Purpose and contract documents

1.1. These terms of sale (the “Terms”) set out the conditions on which PT. LTVT CAPITAL GROUP (the “Publisher”) makes the FirstGym Tech software (the “Service”) available to a sports facility (the “Customer”) on a subscription basis.

Publisher

PT. LTVT CAPITAL GROUP

Registered office

Jalan Pantai Batu Mejan Nomor 33A, RT. 000, Canggu, Kuta Utara, Kabupaten Badung, Bali, Indonesia

NPWP

10.979.476.8-906.000 — NPWP16: 0109 7947 6890 6000

Contact

contact@firstgym.tech

1.2. The contract consists of the following documents. Where they conflict, the order below decides which prevails:

1. the order form or quotation signed by both parties, if any;
2. the data processing agreement (processing of members’ personal data);
3. these Terms;
4. the Service documentation in force.

1.3. The Customer’s purchasing terms do not apply unless the Publisher accepts them in writing.

1.4. Information published on firstgym.tech is indicative and does not constitute a contractual offer.

2. Definitions

• Service — the FirstGym Tech software, its web and mobile interfaces, and the hosting of the Customer’s Space.
• Space — the Customer’s dedicated instance, reachable at an address of the form your-club.firstgym.tech, with its own database.
• Member — a person registered with the Customer and recorded in the Space.
• Customer Data — all data entered, imported or generated in the Space, including Members’ personal data.
• Administrator — a person authorised by the Customer to access the Space’s administration console.

3. What the service includes

3.1. The Publisher provides white-label software. The Customer gets an isolated Space comprising:

• a dedicated database, belonging to the Customer alone;
• an app for Members and an administration console;
• identity customisation: name, logo, colours, wording, displayed prices;
• management of Members, memberships, bookings, recorded payments and door entries;
• hosting, TLS certificates and the backups described in article 11;
• software updates as they are released.

3.2. The Service is provided as it exists, with the features available on the subscription date. A feature announced as forthcoming is not part of the contract until it is delivered.

3.3. Not included, absent a separate written agreement: migrating data from another system, publishing the mobile apps to the App Store and Google Play in the Customer’s name, bespoke development, on-site training, hardware (kiosks, readers, turnstiles) and its maintenance, and subscriptions to third-party services the Customer chooses to connect.

3.4. The address app.firstgym.tech is a public demonstrationinstance whose data is fictitious and reset every night. It is not a production Space and must never receive real data.

4. Free trial

4.1. The Publisher offers a 14-day free trial, with no credit card. No payment method is requested at sign-up, no charge is possible, and the trial does not turn into a paid subscription automatically.

4.2. The trial gives access to a complete Space with its own database. The Customer may enter real data; it is for the Customer to weigh that decision, as the trial is not a test environment.

4.3. The Publisher sends an email reminder 3 daysbefore expiry, then an email on the expiry date.

4.4. What happens after the 14 days. In stages:

1. the Space stays online. Members keep using the app, booking classes and checking in: an expired trial never cuts a club’s Members off;
2. writes in the administration console are blocked. Viewing and exporting remain available;
3. 14 days after expiry, absent a subscription, the Space is flagged for deletion. Actual deletion is a human operation, never automatic;
4. subscribing at any point, during or after the trial, restores full access with no data loss for as long as deletion has not taken place.

4.5. The Customer is advised to export its data before expiry if it does not wish to continue (article 17). Once the Space is deleted the data cannot be recovered: it survives only in backups, for as long as they rotate, and backups are not an on-demand restore service.

4.6. One trial per facility. The Publisher may refuse or end a trial in case of repeated sign-ups intended to extend the free period, or of use plainly contrary to article 13.

5. Subscription and set-up

5.1. The contract is concluded when both parties sign the order form or, failing that, when a paid Space is first set up after written agreement on the financial terms.

5.2. The Customer supplies the information needed to open the Space: name, address, billing details, Administrator email address, desired subdomain. It warrants that this information is accurate.

5.3. The Publisher provides the Customer with a single-use activation link allowing it to set the first administrator access. That link is personal and valid for a limited time. The Customer keeps it confidential.

5.4. The subdomain is allocated for the term of the contract. It confers no ownership of the chosen name, and the Publisher may refuse a subdomain that infringes a third party’s rights or is likely to cause confusion.

6. Term and renewal

6.1. The contract is entered into for the initial term set in the order form, starting when the Space is set up.

6.2. It then renews automatically for successive periods of the same length, unless terminated under article 7.

6.3. The Publisher sends the Customer a renewal notice and, where applicable, notice of a price change, at least the notice period set in the order form before the renewal date. A Customer that refuses a price increase may terminate on the renewal date at no cost.

7. Termination

7.1. Termination at the end of a period

Either party may end the contract at the end of the current period, in writing (an email to contact@firstgym.tech is enough), giving the notice set in the order form.

7.2. Termination for breach

If a party materially breaches its obligations and fails to remedy the breach within 30 days of a written notice identifying it, the other party may terminate with immediate effect, without prejudice to damages.

7.3. Immediate termination

The Publisher may terminate without notice in case of plainly unlawful use of the Service, an attack on the infrastructure’s security, or insolvency proceedings preventing payment. The Customer may terminate without notice if the Service is interrupted, through the Publisher’s fault, for more than the threshold in consecutive days set in the order form.

7.4. Effects

Termination ends the right of use. Sums owed for the current period remain payable. Articles 14 (ownership of data), 16 (intellectual property), 17 (exit), 18 (liability) and 21 (governing law) survive termination.

8. Price and payment

8.1. The Service is sold on a quote-only basis. The applicable amounts are those in the signed order form; no price is fixed in these Terms. The table below lists the financial parameters every order form specifies.

8.2. Payment method. The Publisher invoices and is paid by bank transfer, to the details shown on the invoice. There is no direct debit, and the Publisher stores no card details.

8.3. Invoices are issued in advance for the coming period, unless the order form provides otherwise.

8.4. Prices are exclusive of tax. Applicable taxes, withholding taxes and bank charges are borne by the Customer, which pays the net amount shown on the invoice. The applicable tax regime is set out in the order form.

8.5. Any dispute over an invoice must be raised in writing within 15 days of receipt, identifying the disputed items. Undisputed items remain due on the due date.

9. Late payment and suspension

9.1. Any sum unpaid on its due date bears interest at the rate set out in the order form, without prior formal notice.

9.2. Where non-payment persists, the Publisher may suspend the Service after a written reminder has gone unanswered for 15 days. Suspension is notified to the Customer before it takes effect.

9.3. Suspension for non-payment restricts access to the administration console; it does not delete data. As far as reasonably possible, the Publisher will avoid interrupting Members’ access to their app during that period: the commercial dispute is between the Publisher and the Customer, not the Members.

9.4. Suspension does not suspend the obligation to pay. The Service is restored once all sums due are settled.

9.5. After thirty (30) days of suspension without settlement, the Publisher may terminate under article 7.2. Until the Space is actually deleted, the Customer retains the export right set out in article 17.

10. Service availability

10.1. The Publisher undertakes to use reasonable endeavours to keep the Service continuously available and to restore it as quickly as possible after an incident. This is an obligation of means, not of result.

10.2. A service level agreement (SLA) setting an uptime target, response times and penalties may be subscribed separately. Absent such a signed agreement, no figure is committed and no downtime penalty is payable.

10.3. Maintenance. The Publisher may interrupt the Service for maintenance. Planned work is announced in advance and scheduled, as far as possible, outside peak hours. Urgent security work may take place without notice.

10.4. The Publisher is not answerable for interruptions caused by the Customer’s network or hardware, by third-party services the Customer chose to connect, by the devices and browsers used, or by force majeure (article 19).

10.5. The Customer reports incidents to contact@firstgym.tech.

11. Backups

11.1. The Publisher takes a daily backup of the database, kept on the server for 14 days.

11.2. A copy leaves the server every night. It is AES-256 encrypted before it is sent and kept for 30 days. The decryption key never leaves the Publisher’s infrastructure: the storage provider cannot open those archives.

11.3. Backups exist to rebuild the Service after an incident. They are not an archiving service, not a browsable history, and cannot restore a single record deleted by mistake.

11.4. What the Customer must do on its side

• Export its data regularly from the administration console and keep a copy under its own control. That is the only copy the Customer holds without depending on the Publisher;
• export before any termination, any trial expiry and any announced migration;
• check that its exports are readable and complete, and store them with security appropriate to personal data;
• report accidental deletion immediately: the later the report, the greater the risk that the useful backup has rotated out of retention.

11.5. A restore request is handled with the means available; it may be charged where it results from the Customer’s own error. A restore returns the Space to the state of a backup: data entered between that backup and the incident is lost.

12. Support and changes

12.1. Support is provided by email at contact@firstgym.tech, in French, English or Indonesian, on business days. No response time is guaranteed absent a service level agreement (article 10.2).

12.2. The Publisher develops the Service. Updates are included in the subscription and deployed without action by the Customer.

12.3. The Publisher may change or withdraw a feature. Withdrawal of a substantial feature is announced with reasonable notice; if it significantly degrades the expected use, the Customer may terminate at no cost, by letter or email, within 30 days of the announcement.

13. Customer obligations

13.1. Lawful use

The Customer undertakes to use the Service in accordance with applicable law, in particular on personal data protection, employment and the regulation of sports facilities. It must not use the Service to distribute unlawful content, to harm third parties, to attempt to reach another customer’s Space, to circumvent the Service’s technical limits, or to test its security without prior written authorisation.

13.2. Accuracy of data

The Customer is responsible for the data it enters or imports: accuracy, currency, lawfulness, and the legitimacy of its collection from the individuals concerned. The Publisher neither reviews nor alters the content of Customer Data.

13.3. Confidentiality of credentials

The Customer keeps the administration console credentials and activation links confidential. It limits their circulation to authorised people only, withdraws them promptly when someone leaves, and reports any loss, disclosure or suspicious use to the Publisher immediately. Actions carried out using those credentials are deemed to be the Customer’s.

The Customer notes that access to a Space’s administration console currently relies on a password specific to that Space and shared among its administrators: it is for the Customer to restrict its circulation and to request a change whenever an authorised person leaves.

13.4. Informing its members

The Customer informs its Members that their data is processed and obtains their consent where the law requires it. It publishes its own terms and privacy policy in its Space. The Publisher supplies the tool; the Customer answers for what is shown to its Members.

13.5. Point of contact

The Customer designates a contact for technical and contractual matters and keeps those details current, in particular the email address that receives alerts and security notifications.

14. Ownership of data

14.1. Customer Data — Members, memberships, bookings, recorded payments, entries, content and settings — remains the Customer’s exclusive property, including its name, logo, wording and imagery.

14.2. The Publisher holds only the rights strictly necessary to perform the contract: hosting, backing up, displaying and returning that data, and working on the Space to keep it running or to handle a support request.

14.3. The Publisher accesses Customer Data only to the extent necessary for operations, support or compliance with a legal obligation.

14.4. The Publisher may produce and use aggregated, anonymous statistics about use of the Service (volumes, performance, error rates) for technical improvement. Those statistics identify neither a Member nor a Customer.

14.5. The Publisher will name or display the Customer’s logo as a commercial reference only with its prior written agreement.

15. Personal data

15.1. For Members’ personal data, the Customer is the controller and the Publisher the processor. The respective obligations are set out in the data processing agreement, which forms an integral part of the contract and prevails over these Terms in respect of that data.

15.2. For its own processing — the Customer’s prospect, contact and billing records, technical logs — the Publisher acts as controller. Those activities are described in its privacy policy.

15.3. Processing is governed by Indonesian Law No. 27 of 2022 (UU PDP) and, where the Customer is established in the European Union or processes data of people located there, by the GDPR. The data processing agreement states which applies and on what basis.

16. Intellectual property

16.1. The Service, its code, interfaces and data structures, together with the “FirstGym Tech” name and logo, remain the property of the Publisher or are licensed to it.

16.2. The Customer receives a personal, non-exclusive, non-transferable right of use, limited to the term of the contract and to operating its own facility. That right transfers no ownership of the software.

16.3. The Customer must not copy, decompile, disassemble or adapt the Service, save to the extent mandatorily permitted by law, nor resell, sublicense or make it available to a third party.

16.4. In white-label use, the identity displayed remains the Customer’s. The Customer grants the Publisher, for the term of the contract only, the right to use its name, logo and imagery in order to run its Space and, at its request, to publish its apps on the App Store and Google Play in its name.

16.5. The Publisher will defend the Customer against any third-party claim that the Service infringes an intellectual property right, provided it is notified promptly and conducts the defence. It may, at its option, modify the Service, obtain the right to continue it, or terminate and refund the prepaid, unused portion of the subscription.

17. Exit and end of contract

17.1. Throughout the contract, the Customer may export whenever it wishes, from the administration console, free of charge and without prior request, those registers that have an export there: attendance and analytics, revenue, class bookings and waiting lists, orders, stock history, loyalty, and a downloadable overall statement. Formats are CSV, JSON or PDF depending on the screen.

17.1 bis. Anything without a console export — first and foremost the member register with contact details — is obtained on simple request by email, on the terms of article 17.2, free of charge and with no reason to be given. The Publisher would rather write this down than let the Customer believe in a one-click full export: the console does not offer one today.

17.2. At the end of the contract, for whatever reason, the Publisher keeps the ability to obtain a complete copy of Customer Data available for 30 days. The Customer may request that copy by email; it is delivered in a structured, commonly used format.

17.3. This return obligation applies including where the contract is terminated for non-payment. The Publisher does not hold the Customer’s data as security for payment. It may, however, make migration assistance conditional on settlement of sums due.

17.4. After the 30-day period, the data is deleted, along with the Space and its database. Copies held in backups disappear as those backups rotate, within the periods set out in article 11.

17.5. Migration assistance going beyond simply handing over the files (format conversion, loading into another system) is subject to a quotation.

17.6. The fate of personal data at the end of the contract is governed by the corresponding article of the data processing agreement.

18. Limitation of liability

18.1. The Publisher owes an obligation of means in providing the Service.

18.2. The Publisher’s liability, on any ground whatsoever, is capped at the sums actually paid by the Customer for the twelve (12) months preceding the event giving rise to the claim.

18.3. The Publisher is not liable for indirect loss: loss of revenue, loss of custom, damage to reputation, loss of opportunity.

18.4. The Publisher is not liable for the consequences of data loss where the Customer has not met its obligation to export regularly (article 11.4), nor for the use the Customer makes of the Service, nor for decisions it takes on the basis of the information displayed.

18.5. These limitations do not apply in case of the Publisher’s gross negligence or wilful misconduct, personal injury, or where applicable law prohibits such a limitation. They do not restrict the rights individuals hold under data protection law.

18.6. The Customer indemnifies the Publisher against third-party claims, in particular from its Members, arising from the Customer’s breach of article 13.

18.7. Any claim must be brought within 12 months of the event giving rise to it.

19. Force majeure

19.1. Neither party is liable for a failure caused by an event beyond its reasonable control that it could not avoid: natural disaster, fire, earthquake, epidemic, war, riot, act of a public authority, widespread failure of telecommunications or electricity networks, major failure of an infrastructure supplier, or a large-scale cyberattack not resulting from a breach of its own security obligations.

19.2. The affected party informs the other promptly and uses reasonable endeavours to limit the effects. Obligations are suspended for the duration of the event, except for sums already due.

19.3. If the event lasts more than 60 days, either party may terminate in writing, at no cost. The Publisher then refunds the prepaid, unused portion of the subscription.

20. Changes to these terms

20.1. The Publisher may amend these Terms. The applicable version is the one in force on the date of subscription or of the most recent renewal.

20.2. Any substantial change is notified to the Customer at least 30 days before it takes effect. A Customer that refuses it may terminate at no cost up to the effective date; otherwise the new version applies from the next renewal.

20.3. Changes required by a change in the law apply from the date that law takes effect.

21. Governing law and jurisdiction

21.1. The contract is governed by Indonesian law.

21.2. The parties first seek an amicable solution: the more diligent party writes to the other, which has 30 days to reply. Writing to contact@firstgym.tech is enough to start that phase.

21.3. Failing agreement, the dispute falls to the competent Indonesian courts for the district of the Publisher’s registered office (Kabupaten Badung, Bali).

21.4. Two reservations, which prevail over the above:

• a signed order form may designate a different governing law or a different dispute resolution mechanism, including arbitration; in that case the order form applies;
• mandatory rules protecting personal data in the country of the individuals concerned, and the powers of the supervisory authorities that follow from them, remain applicable whatever this clause says.

21.5. If any provision is held invalid, the others remain in force; the parties replace it with a valid provision of equivalent effect.

21.6. The contract is drawn up in English.