Terms and Conditions

GYMINI MASTER SERVICES AGREEMENT (MSA) AND BUSINESS ASSOCIATE AGREEMENT (BAA)

Version 1.0 - Effective 12 March 2026

1. DEFINITIONS
"Agreement" means this Master Services Agreement and Business Associate Agreement.
"Platform" means the Gymini software-as-a-service platform.
"Tenant" means the business entity subscribing to the Platform.
"PHI" means Protected Health Information as defined by HIPAA.
"Services" means all features and functionality provided through the Platform.

2. SERVICES AND ACCESS
2.1 Gymini grants Tenant a non-exclusive, non-transferable licence to access and use the Platform during the Subscription Term.
2.2 Tenant acknowledges that the Platform is provided on a multi-tenant architecture with data isolation enforced at the application layer.
2.3 Tenant is responsible for all activities conducted under its account, including staff and member access.

3. DATA PROTECTION AND PRIVACY
3.1 Gymini processes Tenant data (including PHI) as a data processor / business associate on behalf of the Tenant (data controller / covered entity).
3.2 Gymini will implement appropriate technical and organisational measures to protect data, including encryption at rest and in transit, role-based access controls, and audit logging.
3.3 Gymini will not access, use, or disclose PHI except as permitted by this Agreement, required by law, or as directed by Tenant.

7. PAYMENT AND BILLING
7.1 Tenant will pay all fees in accordance with the selected subscription plan.
7.2 Fees are billed in advance and are non-refundable except as required by law.
7.3 Gymini reserves the right to suspend access for overdue payments after a reasonable grace period and notice.

8. LIMITATION OF LIABILITY
8.1 To the maximum extent permitted by law, Gymini total aggregate liability under this Agreement shall not exceed the fees paid by Tenant in the 12 months preceding the claim.
8.2 Neither party shall be liable for indirect, incidental, special, or consequential damages.

9. TERM AND TERMINATION
9.1 This Agreement is effective from the date of acceptance and continues for the duration of the Subscription Term.
9.2 Either party may terminate for material breach with 30 days written notice if the breach remains uncured.
9.3 Gymini may terminate immediately if Tenant violates data protection or security obligations.

10. GOVERNING LAW
10.1 This Agreement is governed by the laws of New South Wales, Australia.
10.2 Any disputes shall be resolved through good faith negotiation, followed by mediation, before litigation.

11. ACCEPTANCE
By clicking Accept below, the authorised representative of Tenant confirms they have read, understood, and agree to all terms of this Agreement on behalf of the Tenant organisation.