Service Agreement

1. Parties and structure

Phorm is a brand and product of C-Suite Holdings (Pty) Ltd, registration number 2025/812492/07, of 382 Highland Road, Kensington, Johannesburg, 2094, South Africa (“C-Suite Holdings”, “Phorm”, “we”, “us”). This agreement involves three roles:

• Phorm — the software platform: coach and client portals, client management, check-ins, training and nutrition programming, and billing tooling.
• The Coach — an independent trainer, coach or instructor who runs their own coaching business using the platform.
• The Client — a person who receives coaching services from a Coach and uses the client portal in connection with those services.

The coaching relationship is a direct contract between the Coach and the Client. Phorm is not a party to that contract. Phorm supplies the software through which the relationship is administered — nothing in this agreement makes Phorm a provider of coaching, training, nutrition or health services.

Part A applies to Coaches. Part B applies to Clients. Part C — the liability position of C-Suite Holdings — applies to everyone, and both Coaches and Clients accept it as a condition of using the platform. The Terms of Service, Privacy Policy, Refund & Cancellation Policy and Confidentiality & Non-Disclosure Agreement form part of this agreement.

Part A — The Coach

A1. What you are signing up for

As a Coach you receive a non-exclusive, non-transferable right to use the Phorm platform to run your coaching business for the duration of your agreement. The features available to you depend on the plan in your signed coach agreement. Access is granted by agreement following a sign-up request; there is no self-serve registration. Onboarding follows the Service Delivery Timeline.

A2. You are an independent business

You use the platform as an independent business. You are not an employee, agent, partner, franchisee or joint venturer of C-Suite Holdings, and nothing in this agreement creates such a relationship. You may not represent to any person that your services are provided, endorsed, supervised, reviewed or approved by Phorm or C-Suite Holdings. Your clients are your clients: the coaching contract, the service standard and the professional duty of care sit with you.

A3. Your responsibilities

As a Coach you are solely responsible for:

• the content, quality, safety and lawfulness of every instruction, programme, plan, recommendation and piece of guidance you give a Client;
• holding whatever qualifications, certifications, registrations and professional indemnity or liability insurance your services and your jurisdiction require;
• staying within your scope of practice — in particular, not providing medical advice, diagnosis or treatment, and referring Clients to an appropriate health professional where their circumstances require it;
• screening Clients before prescribing exercise or nutrition programming, and adjusting or discontinuing programming where a Client reports pain, injury or a relevant health condition;
• your own tax affairs, business registrations and compliance with the laws that apply to your business; and
• handling your Clients’ personal information lawfully, as set out in the Privacy Policy.

A4. Fees

Phorm charges commission-based fees under your coach agreement, at the rates published on the Pricing page: Flex at 15%, Annual at 7.5%, and Scale from 5% — in each case per client, per month. Commission is billed once per month, at the beginning of the month, for commissions accrued in the prior month. Cancellation and notice periods are governed by the Refund & Cancellation Policy.

A5. Payments

Client payments are processed by third-party payment providers and settle directly to your own bank account. Phorm never holds client funds, does not operate a wallet or balance, and does not accept money from one person for payment to another. Payment-gateway processing fees are levied by the payment provider and are set out in your coach agreement.

A6. Indemnity

You indemnify C-Suite Holdings against any claim, loss, damage, cost (including reasonable legal costs) or demand brought by a Client or any third party arising from your coaching services — including your instructions, programming, guidance, recommendations, conduct, or any breach by you of this agreement or of the law. This indemnity does not apply to the extent a claim arises from C-Suite Holdings’ own breach of this agreement or conduct for which liability cannot lawfully be excluded.

Part B — The Client

B1. What you are signing up for

As a Client you receive access to the Phorm client portal: your programming, check-ins, progress tracking and communication with your Coach. Your portal access exists in support of your coaching relationship and ends when that relationship ends, subject to the data-export rights in the Privacy Policy.

B2. Your coach is not Phorm

The coaching services you receive — every training plan, nutrition plan, instruction, recommendation and piece of guidance — are provided by your Coach as an independent business, under your agreement with your Coach. Phorm and C-Suite Holdings do not provide, supervise, review, endorse or approve any Coach’s services, do not verify any Coach’s qualifications, and are not a party to your agreement with your Coach. Questions about the content of your coaching belong with your Coach.

B3. Health and safety notice

Physical exercise and changes to diet carry inherent risk, including risk of injury. Nothing on the platform is medical advice. Consult a medical professional before beginning any exercise or nutrition programme, disclose relevant health conditions to your Coach, and stop and seek medical attention if you experience pain, dizziness or other warning signs during training. You participate in coaching at your own election and, to the extent the law allows, at your own risk as between you and C-Suite Holdings — your rights against your Coach are unaffected.

B4. Payments

Payments you make are payments to your Coach for your Coach’s services, processed by a third-party payment provider and settled to your Coach. Phorm never holds your money. The price, billing schedule and refund terms of your coaching package are set by your Coach in your agreement with your Coach. If you believe a payment is wrong or disputed, see section C2 below.

B5. Your data

Personal information you provide is processed as described in the Privacy Policy. Your Coach is responsible for the coaching use of your information; Phorm processes it to operate the platform.

Part C — Liability of C-Suite Holdings

C1. No responsibility for coaching

To the maximum extent the law allows, C-Suite Holdings (Pty) Ltd — for itself, Phorm, and every brand and operation of C-Suite Holdings — accepts no liability for, and gives no warranty in respect of, the instructions, coaching, training, guidance, programming, nutrition or dietary advice, recommendations, omissions or conduct of any coach, trainer, instructor or other service provider using the platform. This includes, without limitation, any injury, illness, health outcome, failure to achieve a result, financial loss, or dissatisfaction with services arising from or connected to a Coach’s services. Coaches are independent businesses, and responsibility for their services rests with them alone.

C2. Payment disputes — how we assist

If a Client believes that payments made for their coach, trainer or instructor are in error or fall to be disputed, C-Suite Holdings will assist in the investigation of the matter in any case: on request we will provide the transaction records held by the platform, confirm what the platform’s records show about the billing arrangement concerned, and cooperate in good faith with the parties and with the payment provider’s dispute process. Requests go to team@phorm.fitness. Because payments settle directly between Client and Coach, the refund itself is a matter between the Client, the Coach and the payment provider — assistance with an investigation is not an admission of liability and not an undertaking to repay any amount ourselves.

C3. Legal disputes between Client and Coach

Should a legal dispute arise between a Client and a Coach, C-Suite Holdings does not accept responsibility for any legal cost, legal consultation or legal proceedings that do not directly relate to the core function of Phorm, C-Suite Holdings, or any brand or operation of C-Suite Holdings. The core function is the provision and operation of the software platform. Disputes about the coaching relationship itself — service quality, results, conduct, injury, or the terms of the Coach–Client agreement — are disputes between Client and Coach, to be resolved between them, and neither party may join C-Suite Holdings to such a dispute or look to it for costs, representation or indemnity in connection with it.

C4. Platform liability

Liability that does directly relate to the platform itself is governed by the Terms of Service: to the extent the law allows, C-Suite Holdings’ total liability arising from the service is limited to the commissions paid to Phorm in the three months preceding the claim, and it is not liable for indirect or consequential loss.

C5. Your statutory rights

Nothing in this agreement excludes or limits liability for gross negligence or any liability that cannot lawfully be excluded or limited, and nothing in it limits any right conferred on you by the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002, the Protection of Personal Information Act 4 of 2013, or any other law that applies to you.

General

G1. Acceptance

A Coach accepts this agreement by signing a coach agreement (in writing or by electronic signature or acceptance, which is binding under the Electronic Communications and Transactions Act 25 of 2002). A Client accepts this agreement by creating a client-portal account or by using the client portal. Continued use of the platform after the effective date of an amendment, notified on 30 days’ written notice, is acceptance of the amendment.

G2. Law and disputes

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.

G3. Contact

Support and payment-dispute assistance: team@phorm.fitness. Legal notices: info@c-suite.co.za.

Signature

Where this agreement is executed as a signed form (for Coaches, and for Clients where a Coach elects to obtain a signature), it is signed as follows: