plain-language terms.

1. about this agreement

SpringFit is provided by Green Daisy Pty Ltd, ABN 33 682 981 433, of 2/16 Dalgety Road, Millers Point, NSW 2000, Australia (“we”, “us” or “our”). Contact us at support@greendaisy.ai.

This agreement is with the individual or legal entity identified as the subscriber (“you”). SpringFit is our product name. You must be at least 18 years old to subscribe and, if subscribing for an organisation, authorised to enter into this agreement on its behalf.

You accept these terms during sign-up or by accepting an order that refers to them. Your accepted plan, price and billing period form part of this agreement. A separately signed agreement takes priority over any conflicting terms here. Otherwise, your accepted order or checkout sets the commercial details and these terms govern the service.

Your subscription starts on the date shown in your accepted order or checkout and continues until it ends under this agreement. This agreement covers business software. Your members’ purchases of classes, memberships and other services are separate agreements with you.

2. the service and support

We give you a non-exclusive right to use the features in your plan for your business while your subscription is active. You may give staff, instructors and members access to features intended for them, within your plan limits. You do not own our software or have a right to resell it.

We will provide SpringFit with reasonable care and skill and substantially as described in your accepted plan. Migration, custom development and other professional services require a separately accepted scope and price unless included in your plan.

We will use reasonable efforts to keep SpringFit available and address faults, and give advance notice of planned maintenance where practical. No fixed uptime or support response time applies unless agreed in writing. Contact support@greendaisy.ai for support.

We may maintain and improve SpringFit. Section 11 applies to changes that materially disadvantage you. Future features are not included until released unless we agree otherwise in writing. We do not guarantee revenue, attendance or other business results.

Review AI suggestions, reports and templates before using them. They may contain errors and are not legal, medical, tax or accounting advice. We will identify beta features and explain relevant limitations before use. Beta features may change or be withdrawn, but section 11 still applies if this materially reduces your paid service.

You need suitable devices and internet access and should keep copies of important records. This does not remove our obligations to safeguard your information.

Neither party is responsible for delay caused by an event beyond its reasonable control if it takes reasonable steps to limit the impact. This does not remove payment obligations already incurred or your remedies for unavailable service.

3. your account and studio

Keep your contact and billing details accurate. Protect logins, give people appropriate access and remove it when no longer needed. Notify us promptly of suspected unauthorised access.

You are responsible for use of SpringFit by your authorised staff and contractors and must take reasonable steps to ensure members use it lawfully. You are responsible for unauthorised activity to the extent caused by your failure to take reasonable security precautions, but not to the extent caused by our breach or negligence.

You are responsible for your studio’s services, staff, premises, qualifications, insurance, safety practices, member agreements, waivers, prices, refunds and complaints. Obtain any required permissions for participants who are minors. This agreement does not itself authorise child accounts or the collection of children’s information outside the features and privacy practices we support.

We do not provide or supervise your fitness services. Our tools do not replace safety procedures or professional advice. Neither party can make commitments on the other’s behalf.

4. fees and renewal

Before you subscribe, we will show the price, currency, billing period, applicable GST or other taxes, and usage limits. Subscription fees are payable in advance for the monthly or annual period selected. Additional charges apply only if you have accepted their disclosed amount or method of calculation.

Your subscription automatically renews for the same period unless cancelled before renewal. You authorise us and our payment provider to collect agreed charges using your nominated payment method. We will send a reminder at least 30 days before an annual renewal.

Any trial or introductory offer will state its conditions, end date, first payment date and ongoing price. A trial converts to a paid subscription only if you have authorised that conversion and payment. Cancel before the stated conversion date to avoid the charge.

We will show the cost, effective date and any credit before you confirm a plan change. We may increase your price at renewal with at least 30 days’ email notice. If the next renewal occurs sooner, the increase waits until the following renewal.

Tell us promptly about a disputed charge. We will investigate and correct errors; undisputed charges remain due. We may retry a failed payment. Section 10 governs suspension or termination for non-payment. We will not suspend your service solely because of a genuinely disputed amount while we investigate it.

5. member payments and other providers

You supply the products and services you sell to your members. You are responsible for payment permissions, prices, taxes, fulfilment, refunds and disputes relating to those sales. Processing fees, chargebacks and other provider charges are governed by the applicable payment provider agreement and any charges you have expressly accepted with us.

SpringFit uses services such as Stripe, hosting and communications providers. If you open a separate provider account or enable an integration, you must comply with any applicable provider terms and pay its agreed charges. We do not guarantee payment approval, payout timing or delivery of every message.

We remain responsible for our own obligations and the subcontractors we engage to fulfil them. We are not responsible for a provider’s failure under your separate agreement with it, except to the extent we caused or contributed to the failure or the law requires otherwise.

6. lawful use and content

You must not use SpringFit to:

• Commit fraud, harass people, publish unlawful material or infringe others’ rights.
• Send marketing without required permission or ignore unsubscribe requests.
• Introduce malicious software, disrupt the service or access another customer’s information.
• Copy, resell or reverse engineer our software, except where the law permits it.
• Bypass security or agreed limits through automated access. Authorised integrations and exports are permitted.

You must have the rights and permissions needed for content you upload, import or publish, including personal information, photographs, logos and music. You are responsible for its accuracy and lawfulness.

We may restrict content or activity where reasonably necessary to address unlawful use or harm. We will explain why where lawful and safe, and allow correction where practical.

7. information and privacy

You retain your rights in your content and business records. Individuals retain their rights in relation to their personal information. You permit us to handle your information as needed to provide, secure and support SpringFit, including displaying content you choose to publish. This permission continues only as needed for those purposes and the arrangements for ending your subscription in section 10.

You decide what member information to collect and must give required notices and obtain required permissions. Submit health or other sensitive information only where necessary for a supported feature and lawful to collect and share. SpringFit is not a service for clinical records or emergency monitoring.

We will process information for you according to your documented, lawful instructions within the agreed service. We also handle account, billing, support and security information for our own operational purposes. Our Privacy Policy explains those practices and overseas processing. It cannot reduce our commitments in this agreement.

We will use reasonable technical and organisational safeguards, restrict access to people who need it, and require confidentiality and appropriate data protection from our providers. We will comply with privacy laws that apply to us, take required safeguards for overseas handling and reasonably assist with privacy requests relating to information we hold for you.

We will notify you without undue delay of a data breach affecting information we hold for you, including member information, and cooperate in responding. Any delay or restriction on disclosure must be required by law or reasonably necessary for immediate containment. Each party remains responsible for any notifications it must make by law.

We may use de-identified statistics that do not reasonably identify you or an individual to improve the service. This agreement does not authorise the use of identifiable customer or member information to train general-purpose AI models. Any additional use requires a separate lawful basis and appropriate notice and permission.

8. confidentiality and ownership

Each party will protect information that is marked confidential or reasonably understood to be confidential, including non-public business and member records. Each party must use it only for the purposes of this agreement and share it only with people who need it and are required to protect it.

These confidentiality obligations do not apply to information lawfully obtained without confidentiality restrictions, independently developed, or made public without a breach. Legally required disclosure is permitted, with prior notice where lawful and practical.

We and our licensors own SpringFit’s software, designs, branding and improvements. You retain rights in your content. We may use voluntary product suggestions without payment, while protecting confidential information. We will ask permission before using your name, logo or testimonial in our marketing.

9. cancel at any time

Cancel through your subscription settings or email support@greendaisy.ai. There is no cancellation fee or minimum notice period. We may reasonably verify your authority, but verification or processing will not change the date we received a valid cancellation. We will confirm when your subscription ends.

Cancellation stops the next renewal. Access continues until the current paid period ends unless you request earlier closure or section 10 applies. Cancelling an annual subscription does not convert it to monthly billing. No further renewal fees become due after a valid cancellation.

There is no money-back guarantee or refund for changing your mind, reduced use, unused time or ordinary cancellation. Fees for the current period remain payable. This does not affect billing corrections, refunds expressly provided by this agreement or remedies required by law.

Cancelling SpringFit does not necessarily cancel your members’ agreements or charges, or services bought directly from another provider. Arrange how these will continue or end, and ask us to confirm the effect on payment arrangements managed through SpringFit.

10. suspension, termination and data export

suspension and termination

Either party may terminate this agreement if the other commits a serious breach and does not fix it within 14 days after receiving written notice identifying it. If the breach cannot be fixed, the party that did not commit it may terminate immediately by written notice. For overdue, undisputed fees, we will give you the same 14-day notice and opportunity to pay before suspending or terminating for non-payment.

We may suspend access immediately where reasonably necessary to prevent serious harm, protect security or comply with the law. We will explain the reason where lawful and safe, keep the restriction proportionate and restore access when the reason for suspension is resolved. We may also end the service for another reason on at least 30 days’ written notice.

If we end the service without your fault, or you terminate for our serious breach, we will refund fees prepaid for the period after access ends. If a substantial part of your paid service is unavailable for 30 consecutive days for reasons not caused by you, you may terminate immediately and receive the same refund. These remedies do not restrict any earlier or additional remedy required by law.

We will not charge for a period when we suspend your paid access for reasons not caused by you. Prepaid fees for that period will be credited or refunded. Fees remain payable during a suspension caused by your breach, subject to your other rights under this agreement and the law.

when your subscription ends

When your subscription ends, ordinary access and any hosted website end, and properly incurred charges remain payable. Arrange any website, domain, member payment or other transition before access ends where possible.

You can request an export during your subscription or within 30 days after it ends. We will provide a standard export of the business and member records we hold for you, without an additional fee and within a reasonable time. Identity checks and lawful restrictions apply. Software, templates and material you have no right to export are excluded. Custom conversion or migration work requires a separate quote.

We will not withhold an export solely because of a billing dispute. After your subscription ends and the 30-day request period has passed, we may delete records, but not while completing an export request made on time. Personal information no longer needed will be deleted or de-identified in accordance with applicable law and our Privacy Policy. Restricted backup copies remain protected and are removed through our documented retention cycle. They are not retained indefinitely merely because they are backups.

Provisions covering payments already incurred, confidentiality, ownership, liability, data handling and disputes continue after your subscription ends as needed to give them effect.

11. changes to the agreement or service

We will email you at least 30 days before a material change to this agreement or a material reduction in your paid service. If the change materially disadvantages you, you may terminate before it takes effect and receive a refund for unused prepaid service. Price increases follow section 4.

Urgent legal or serious security changes may take effect sooner, with as much notice as practical. If such a change materially disadvantages you, you may terminate by giving notice within 30 days after we notify you and receive the same refund.

Changes do not alter rights or claims that arose before they took effect. Continuing your subscription after a properly notified change takes effect means you accept it, unless express acceptance is required by law.

12. responsibility and limits

rights that cannot be limited

Nothing in this agreement excludes or limits rights, guarantees, remedies or liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law. This applies to every exclusion, cap and remedy below and to any waiting period elsewhere in this agreement.

liability cap

Subject to those mandatory rights and the fees and refunds provision below, each party’s total liability to the other arising from or connected with this agreement is limited to the SpringFit subscription fees you actually paid to us in the 12 months immediately before the first event giving rise to liability.

This is one combined cap for all claims, not a separate cap for each claim or subscription year. It does not increase through renewal or later payments.

For this cap, subscription fees are amounts paid for your SpringFit plan and recurring software add-ons. They exclude GST and other taxes, payment processing fees, charges for separately purchased professional services, third-party charges, and money paid by your members or processed for your business. There is no assumed annual payment or minimum based on future fees.

The cap applies whether a claim arises in contract, negligence or otherwise. It includes claims concerning confidentiality, privacy, security, data loss, our providers and the intellectual property protection below, to the extent the law permits those claims to be limited.

excluded losses

Subject to mandatory rights, neither party is liable to the other for lost profit, revenue, anticipated savings, business opportunities or goodwill, whether direct or indirect, or for indirect or consequential loss.

data recovery

If data we hold for you is lost or corrupted, we will take reasonable steps to recover it from available backups and other available records. We do not guarantee that every item can be recovered. Any damages payable for data loss or recovery remain subject to the cap and exclusions above. This does not remove our duties to safeguard your information, respond to incidents or provide the export described in section 10.

claims by other people

You will cover reasonable legal costs and amounts awarded or agreed in settlement for third-party claims to the extent caused by your unlawful content, infringement of others’ rights or unlawful studio services.

We provide the same protection for claims that SpringFit, used as authorised, infringes an Australian patent, copyright or trade mark, or misappropriates a trade secret protected under Australian law.

All defence costs, awards and settlement payments under these protections count towards the responsible party’s combined liability cap above. They do not create additional or uncapped liability.

Neither party covers a claim to the extent caused by the other’s conduct, unauthorised modifications, or content or other materials supplied by the other. Our intellectual property protection also excludes infringement caused by combining SpringFit with products we did not supply, where SpringFit would not otherwise infringe.

The party receiving a claim must promptly notify the other, reasonably cooperate and let the party providing protection control the defence. Neither party may settle in a way that admits fault or imposes obligations on the other without its consent, which must not be unreasonably withheld. Late notice reduces protection only to the extent it prejudices the defence.

For an intellectual property claim, we may obtain the necessary rights, modify or replace the affected feature without materially reducing its functionality, or, if neither is reasonably practical, end the affected service and refund its unused prepaid subscription fees. These are your contractual remedies for intellectual property claims, together with the capped claim protection above and any mandatory legal remedies.

fees, refunds and avoiding duplicate recovery

The cap does not excuse payment of charges properly due or reduce billing corrections and subscription fee refunds or credits expressly promised in this agreement. Those corrections, refunds and credits return only amounts charged for the affected service or period. They do not compensate business losses.

Neither party may recover twice for the same loss or charge, and each must take reasonable steps to minimise loss.

13. notices, disputes and general terms

notices

Both parties agree to receive contractual notices by email. Send yours to support@greendaisy.ai; we use your registered account email. An email is received when it is available to retrieve at that address, not when it is read. An undeliverable email is not received. Postal notices may be sent to our address in section 1 and take effect on delivery.

disputes and governing law

For disputes, first explain the issue in writing and try in good faith to resolve it within 30 days. This does not prevent urgent action, complaints to regulators, action needed to preserve a legal deadline, or exercising mandatory rights.

The laws of New South Wales, Australia apply. The parties submit to the jurisdiction of NSW courts, subject to any mandatory right to use another court or tribunal.

transferring the agreement

Either party needs the other’s consent to transfer this agreement, which must not be unreasonably withheld. We may transfer it with a sale or reorganisation of SpringFit without that consent if the successor assumes our obligations and your rights are not materially reduced. We will notify you.

how the agreement operates

If a term is unenforceable, the rest of the agreement continues where possible. Not immediately enforcing a right does not waive it.

These terms and your accepted order or checkout form the subscription agreement, subject to any separately signed agreement as described in section 1. They do not exclude liability for misleading statements or other protected rights.