Confidentiality & Non-Disclosure Agreement

1. Parties and purpose

This agreement is between C-Suite Holdings (Pty) Ltd, registration number 2025/812492/07, of 382 Highland Road, Kensington, Johannesburg, 2094, South Africa (“C-Suite Holdings”), trading as Phorm, and every person granted access to the Phorm platform — whether as a coach, trainer, instructor, client, or staff member of any of them (“you”). Its purpose is the protection of the Phorm system, its workflows, all intellectual property within the coach and client portals, and the user data stored and/or displayed there. It forms part of the Service Agreement and applies for as long as you have access to the platform and afterwards as set out in section 8.

2. What is confidential

“Confidential Information” means all non-public information relating to the platform and its users that you access, receive or observe through the platform or in dealings with C-Suite Holdings, including:

• the platform’s software, source code, architecture, databases, APIs and security measures;
• the design, features, workflows, processes, screens and user experience of the coach and client portals, including how coaching businesses are structured, automated and billed through the system;
• product plans, roadmaps, unreleased features, and business or commercial information, including commission rates or terms not published on the Pricing page;
• credentials, access tokens and any means of access to the platform; and
• all user data stored in or displayed by the platform — including the personal information, health information, progress data, photographs, communications and billing information of any coach or client other than yourself.

3. Your obligations

You agree to:

• keep Confidential Information confidential;
• use it only for the purpose your access was granted — running your coaching business, or receiving coaching services — and for no other purpose;
• not disclose it to any person except your own staff or professional advisers who need it for that purpose and are bound by confidentiality obligations no weaker than these; and
• keep your credentials secret, not share an account, and notify info@c-suite.co.za promptly on becoming aware of any unauthorised access or disclosure.

4. Prohibited acts

In particular, you may not:

• copy, reverse engineer, decompile, scrape, crawl or extract the platform, its code, its data or its content, except as expressly permitted for exporting your own data;
• use knowledge of the platform’s workflows, features or design to build, assist in building, or advise on a competing product;
• capture, publish or share screenshots, recordings or exports that reveal another person’s data or non-public parts of the system;
• use another user’s personal information for any purpose outside the coaching relationship it was shared for — including marketing to, soliciting or contacting another coach’s clients; or
• remove or obscure proprietary notices, or present any part of the platform as your own work.

5. What is not restricted

Confidential Information does not include information that is or becomes public through no breach of this agreement; that you lawfully held before access was granted; that you receive lawfully from a third party without a duty of confidence; or that you develop independently without use of Confidential Information. Your own data — your content, your business records and, for clients, your own personal information — is yours, and nothing here limits your right to export and use it. This agreement also does not prevent a disclosure required by law, a court or a regulator, provided that (where lawful) you notify info@c-suite.co.za before disclosing and disclose only what is required.

6. Personal information of others

User data stored in or displayed by the portals is personal information protected by the Protection of Personal Information Act 4 of 2013. Coaches act as responsible parties for their clients’ information and must handle it as set out in the Privacy Policy. A breach of this agreement involving another person’s personal information may also be a statutory offence, independent of this agreement.

7. Intellectual property

All intellectual property in the platform — the software, workflows, designs, branding and documentation — belongs to C-Suite Holdings and its licensors. Nothing in this agreement transfers any of it to you, and no licence is granted beyond the right of use in the Service Agreement. Feedback and suggestions you volunteer about the platform may be used by C-Suite Holdings without restriction or payment.

8. Duration

These obligations apply for as long as you have access to the platform and for five years after your access ends — except in respect of trade secrets and the personal information of others, where they continue for as long as the information remains confidential or protected by law.

9. Return and deletion

When your access ends, or earlier on written request, you must stop using Confidential Information and delete or return any copies of it in your possession — excluding your own data, and excluding copies you are required by law to retain, which remain subject to this agreement for as long as they are held.

10. Remedies

You acknowledge that a breach of this agreement may cause harm that damages alone cannot repair, and that C-Suite Holdings is entitled to seek urgent relief — including an interdict — in addition to any other remedy. A breach is also a material breach of the Service Agreement and grounds for suspension or termination of access on written notice.

11. General

This agreement is governed by South African law, and the South African courts have jurisdiction over any dispute arising from it. If any clause is found unenforceable, the remainder stands. Acceptance follows the Service Agreement: signature or electronic acceptance for coaches, account creation or use of the client portal for clients — electronic acceptance is binding under the Electronic Communications and Transactions Act 25 of 2002.

Signature

Where this agreement is executed as a signed form, it is signed as follows: