Terms of Service

By creating an account, accessing, or using the Nexus platform ("Nexus", "the Service", "the Platform"), you ("Club", "you", "your") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which are incorporated by reference. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use the Service. These Terms form a legally binding contract between you and Alestra Pty Ltd ("Alestra", "we", "us", "our"), a company incorporated in Victoria, Australia. Our company registration number (ACN) will be published on this page upon incorporation and prior to public launch.

Nexus is a software-as-a-service (SaaS) platform providing fitness and martial arts clubs with tools for: • Member management and onboarding • Class scheduling, booking, and waitlist management • QR code check-in and kiosk mode • Digital contracts and e-signature collection • Personal training session management • Revenue reporting and Stripe-powered payment processing • Automated email and push notification communications • Multi-location and multi-staff administration • A branded Nexus member app (iOS and Android) with customisable colours and social links on Pro plans and above We reserve the right to modify, enhance, or discontinue any feature of the Service at any time, with reasonable advance notice where practicable. Material reductions in functionality for paid plans will be communicated with at least 30 days' notice.

You must be at least 18 years old to create a club account and enter into these Terms. By using the Service, you represent that you meet this age requirement. When registering, you must provide accurate, current, and complete information. You are responsible for maintaining the security and confidentiality of your login credentials and for all activities that occur under your account. You must promptly notify us at hello@alestra.app if you suspect any unauthorised access to your account. Each club may only hold one active free-tier account. Creating multiple free accounts to circumvent member or feature limits is a material breach of these Terms and may result in immediate account termination.

Nexus offers the following paid subscription tiers in addition to a free tier: Starter ($49/mo), Growth ($99/mo), Pro ($199/mo), and Elite ($349/mo). Annual billing is available at a 20% discount. All prices are in Australian Dollars (AUD) and exclude applicable taxes (including GST). Subscriptions are billed in advance on a recurring monthly or annual basis via Stripe. If payment fails, we will retry for up to 7 days. After 7 days of non-payment, your account will be downgraded to the free tier and access to paid features will be suspended. Annual subscriptions are non-refundable after 14 days from the initial purchase date. Monthly subscriptions are non-refundable for the current billing period. No refunds are issued for partial months. Nothing in these Terms limits any rights you may have under the Australian Consumer Law. You may upgrade your subscription at any time; the price difference will be prorated. Downgrading takes effect at the end of the current billing period. We will not provide refunds upon downgrade. Alestra reserves the right to adjust pricing with at least 60 days' notice for existing subscribers. Price changes will not apply during a current annual subscription period. **Free Plan Continuity** Alestra will provide a minimum of 90 days' written notice to free-tier subscribers before materially restricting, reducing, or discontinuing the free plan. We are committed to ensuring free-tier users have adequate time to evaluate paid plans or export their data before any such changes take effect.

Where you use Nexus to charge your gym members for memberships, session packs, personal training, or product purchases, payments are processed via Stripe Connect. You are the merchant of record — your members are charged directly to your connected Stripe account. Alestra is not a party to the payment transaction between you and your members. **Platform Transaction Fee** Alestra charges a transaction fee ("Platform Fee") on all successful member payments processed through Nexus: • Free plan: 1.5% of each transaction amount (minimum A$0.20 per transaction) • Starter, Growth, and Pro subscription plans: 0.8% of each transaction amount (minimum A$0.20 per transaction) • Elite and Enterprise subscription plans: 0% (no transaction fee) The Platform Fee is deducted automatically at the time each payment is processed, using Stripe's application fee mechanism. The full amount is charged to your member, and Alestra's Platform Fee is deducted from your share of the proceeds before transfer to your Stripe account. GST may apply to the Platform Fee in accordance with applicable Australian tax law. The Platform Fee is charged in addition to Stripe's own processing fees (typically 1.7% + A$0.30 per domestic card transaction — refer to Stripe's published pricing for your region and card type). You are solely responsible for accounting for all applicable fees — including the Platform Fee and Stripe's fees — when setting your member pricing. The Platform Fee is not charged on manually recorded cash or offline payments. When a full refund is processed through Nexus, Alestra reverses the Platform Fee back to your connected Stripe account via Stripe's application fee reversal mechanism. You will not bear a net Platform Fee cost on transactions that are fully refunded through Nexus. Partial refunds do not trigger a fee reversal; the Platform Fee is retained in proportion to the amount you keep. You must comply with Stripe's Terms of Service and the Stripe Connected Account Agreement at all times. Alestra is not liable for any losses arising from your use of Stripe or failure to comply with applicable payment regulations. You are solely responsible for: setting appropriate member prices, issuing receipts and tax invoices to your members, complying with consumer protection laws (including the Australian Consumer Law), handling refund requests and chargebacks from your members, and remitting any applicable taxes (including GST) on payments you receive.

You agree not to use the Service to: • Violate any applicable law, regulation, or third-party right • Collect or harvest personal information without proper consent or authority • Send unsolicited commercial communications (spam) to your members • Upload, distribute, or transmit viruses, malware, or other harmful software • Attempt to gain unauthorised access to any part of the Service or its infrastructure • Scrape, crawl, or systematically extract data using automated tools • Reverse-engineer, decompile, or disassemble any part of the platform • Resell, sublicense, or provide access to the platform to third parties without a written reseller agreement • Use the platform in a manner that unreasonably burdens infrastructure (e.g., mass automated API requests) • Impersonate another club, person, or entity We reserve the right to suspend or terminate accounts that violate these restrictions without refund.

You retain ownership of all data and content you upload to the Service, including member information, contracts, class schedules, and communications ("Your Content"). By using the Service, you grant Alestra a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, display, and transmit Your Content solely as necessary to provide and improve the Service. We will not use Your Content for any purpose other than operating the Service, including for advertising or training machine learning models without your explicit consent. You are responsible for ensuring you have the legal right to upload all content and data to the platform, including proper consent from your gym members for the collection and storage of their personal information under applicable privacy laws (including the Australian Privacy Act 1988). Upon termination of your subscription for any reason, your data will remain accessible for a 30-day period during which you may export it. After 30 days, all data will be permanently deleted from our systems, subject to our legal retention obligations.

The Nexus platform, including but not limited to its software, user interface, design, logos, trademarks, text, graphics, and code, is owned by Alestra Pty Ltd and is protected by Australian and international copyright, trademark, and intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Service for your club's internal business operations during the subscription term. This licence does not include any right to: • Copy, modify, or create derivative works based on the platform • Distribute, publicly display, or publicly perform any part of the platform • Remove or alter any proprietary notices or labels on the platform All rights not expressly granted herein are reserved by Alestra.

We target 99.9% monthly uptime for the Nexus platform on Starter, Growth, Pro, and Elite plans. Scheduled maintenance windows will be communicated via email and in-app notification at least 24 hours in advance wherever possible. Emergency maintenance may be performed without advance notice. Elite and Enterprise plans include a formal Service Level Agreement (SLA) with defined response times and service credits for downtime exceeding the target. The Free tier has no uptime guarantee or SLA. Uptime is measured by the availability of core features (login, member management, class booking, check-in). Scheduled maintenance, third-party dependencies (Stripe, Supabase, Resend), and force majeure events are excluded from uptime calculations.

We collect, use, and store personal information in accordance with our Privacy Policy. You acknowledge that by using the Service, you are responsible for compliance with applicable privacy laws, including the Australian Privacy Act 1988, the EU General Data Protection Regulation (GDPR) where applicable, and any local laws governing the collection of health information, children's data, and financial data. You must obtain proper informed consent from your gym members before adding their personal information to the platform. You must provide members with access to their data and a mechanism to request deletion upon request. Alestra acts as a data processor for the personal information of your gym members. You act as the data controller. We will process member data only in accordance with your instructions (as implemented through your use of the Service) and as described in our Privacy Policy. **Minor Member Data (Under 18)** Nexus does not permit minors to directly register themselves on the platform. Minor members may only be added by a club operator who is 18 years of age or older. The Nexus platform enforces a mandatory guardian consent process for all members under 18 years of age: a consent invitation is automatically sent to the guardian's email address provided by you, and the minor's membership cannot be activated until a parent or legal guardian completes the consent process through Nexus. By adding any member under 18 years of age to the platform, you represent and warrant that: (a) you are a legally responsible adult (18+) authorised to manage the minor's club membership; (b) you have provided the correct parent or legal guardian email address to receive the consent invitation; (c) you will not attempt to circumvent or bypass the guardian consent requirement; (d) for members under 13 years of age, you have separately obtained written parental consent before collecting any of the minor's personal data and you maintain a record of that consent; and (e) upon withdrawal of guardian consent, you will promptly use the tools in the platform to deactivate or delete the minor's record. All emails sent by you to your gym members via the Nexus communications tools must comply with the Australian Spam Act 2003 (Cth). You are the sender of record. You must not use the communications tools to send unsolicited commercial messages. Nexus automatically includes an unsubscribe link in member announcement emails; you must not attempt to suppress or override this mechanism.

The Service integrates with third-party providers including Stripe (payments), Supabase (database and authentication), Resend (email delivery), Vercel (hosting), Cloudflare (security and CDN), and Expo (mobile app services). Your use of these third-party services is subject to their respective terms of service and privacy policies. Alestra is not responsible for the performance, availability, or conduct of third-party services. We will provide reasonable notice if a material third-party integration is discontinued.

To the maximum extent permitted by applicable Australian law, Alestra's total cumulative liability to you for any claims arising from or related to the Service shall not exceed the total fees you paid to Alestra in the 12-month period immediately preceding the event giving rise to the claim. In no event shall Alestra be liable for: loss of profits, revenue, data, business, or goodwill; indirect, incidental, special, consequential, or punitive damages; or any claim arising from a third-party service; regardless of whether Alestra was advised of the possibility of such damages. Nothing in these Terms limits or excludes Alestra's liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Australian Consumer Law.

You agree to indemnify, defend, and hold harmless Alestra and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgements, awards, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to: your violation of these Terms; your use of the Service in a manner not permitted by these Terms; your violation of any third-party right, including any privacy or intellectual property right; your violation of applicable laws; or any claim by your gym members arising from your use of the platform.

These Terms commence when you create an account and continue until terminated by either party. You may cancel your subscription at any time through the Billing section of your club portal. Cancellation takes effect at the end of the current billing period for monthly plans, and at the end of the annual term for annual plans. You will retain access to paid features until the end of the paid period. We may suspend or terminate your account immediately, without notice or refund, if: you materially breach these Terms; your account is used for illegal purposes; we are required to do so by law; or your account poses a security risk to the Service or other users. Upon termination, your licence to use the Service ends immediately. We will retain your data for 30 days to allow export, after which it will be permanently deleted.

We may update these Terms at any time. If we make material changes, we will notify you via email and an in-app notification at least 14 days before the updated Terms take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree with the updated Terms, you must stop using the Service and cancel your subscription before the effective date.

These Terms are governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles. For disputes arising under these Terms, the parties agree to first attempt resolution through good-faith negotiation. If negotiation fails, disputes shall be submitted to mediation with a mediator agreed upon by both parties before initiating litigation. For disputes under AUD $20,000, the parties agree to binding arbitration. Any legal proceedings not resolved by mediation shall be brought in the courts of Victoria, Australia, and both parties consent to the exclusive jurisdiction of those courts.

These Terms, together with the Privacy Policy and any order forms or statements of work, constitute the entire agreement between you and Alestra regarding the Service and supersede all prior agreements. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. Alestra's failure to enforce any provision of these Terms is not a waiver of that provision. You may not assign or transfer these Terms or your account to any third party without our prior written consent. Alestra may assign these Terms in connection with a merger, acquisition, or sale of assets.

Alestra provides customer support via in-app chat, email, and our help documentation. We aim to meet the following initial response times based on your subscription plan: • **Free:** Best effort, no guaranteed response time • **Starter:** Within 24 business hours • **Growth:** Within 12 business hours • **Pro:** Within 4 business hours • **Elite / Enterprise:** Within 2 business hours, with a dedicated support contact Response times are measured during business hours (Monday to Friday, 9am–6pm AEST), excluding Australian public holidays. Response time means our first acknowledgement of your request — resolution time will vary by issue complexity. These targets are indicative service levels. Alestra does not guarantee these response times and they do not form part of any SLA unless separately agreed in writing with Elite or Enterprise subscribers. Alestra may change these targets with 14 days' notice.

If you have questions about these Terms, please contact us at: Email: legal@alestra.app Alestra Pty Ltd Victoria, Australia For general enquiries: hello@alestra.app For privacy matters: privacy@alestra.app