In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below. Headings are inserted for convenience only and shall not affect the interpretation of the provisions. Words importing the singular shall include the plural and vice versa.
1.1 “Agreement” means these Terms and Conditions, including all annexures, appendices, addenda and any documents incorporated by reference.
1.2 “KRS Club” or “Service Provider” refers to KRS Club (Pty) Ltd, the legal entity that owns, develops, maintains, and provides access to the Itensity Online Software suite, and that renders associated installation, support, and customisation services.
1.3 “Itensity Online” means the proprietary suite of web and mobile-based software modules designed for the administration and management of fitness studios and gyms, including but not limited to member management, access control, point of sale, automated debit orders, reporting, and financial collections.
1.4 “Terms” refers collectively to the provisions contained in this Agreement, which regulate the acceptable use, rights, obligations, and responsibilities of the Parties in relation to the use of the Services.
1.5 “Website” means the official internet site of the Service Provider, currently accessible at https://www.itensityonline.com, or any successor domain.
1.6 “Software” means the executable computer programs and related source code that form part of the Itensity Online system, regardless of the form or medium in which such software is stored or delivered.
1.7 “Member” means an individual user, including staff, registered under the Client’s domain instance on the Itensity Online platform.
1.8 “Active Member” includes all non-expired Members, including those temporarily blocked or under legal handover procedures.
1.9 “Blocked Member” means a Member whose access has been restricted by the system or Client due to non-payment or administrative action.
1.10 “Legal Handover Client” refers to a Member whose account has been transferred to third-party debt collection services and who no longer has access to the facility.
1.11 “Domain” means the unique customer-specific subdomain assigned within the Itensity Online system for operation by the Client.
1.12 “User Content” means all data, text, files, images, or any other materials uploaded or submitted by the Client or its authorised users to the Itensity Online platform.
1.13 “Month End” means the monthly administrative process which includes running debit orders, generating and issuing invoices, and following up on outstanding balances.
1.14 “Data” means any personal or operational information inputted, stored, or processed through the Itensity Online platform, whether by the Client, its staff, or members.
1.15 “Support” refers to technical and user assistance provided by KRS Club via telephonic communication, electronic mail, or through its online ticketing system.
1.16 “Service-Level Agreement” or “SLA” (where applicable) means a documented commitment between the Service Provider and the Client regarding support response times, resolution protocols, and service uptime (note: not applicable to SME clients under this Agreement).
1.17 “Intellectual Property” includes all registered and unregistered intellectual property rights worldwide, including but not limited to copyrights, trademarks, patents, trade secrets, moral rights, designs, and any application for such rights.
1.18 “Setup System Requirements” means the minimum and recommended hardware, software, and internet specifications published by the Service Provider necessary to operate the Itensity Online platform effectively.
1.19 “Privacy Policy” means the most current version of the privacy statement published on the Website, which sets out how personal information is collected, processed, and stored in accordance with the Protection of Personal Information Act (POPIA).
1.20 “Confidential Information” means all information disclosed by one Party to the other that is either marked as confidential or ought reasonably to be considered confidential under the circumstances of disclosure, including technical, operational, financial, and personal information.
1.21 “Force Majeure” means any circumstance beyond the reasonable control of a Party, including acts of God, war, terrorism, natural disasters, internet failures, strikes, or changes in applicable laws, which prevent performance of contractual obligations.
1.22 “Services” means the software-as-a-service (SaaS) offerings and related services made available to the Client under this Agreement.
2. Licence Grant
The Service Provider grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the platform in line with the selected pricing tier and member count.
2.1 Use Restrictions: The Client shall not:
2.1.1 Reverse engineer or decompile the software;
2.1.2 Resell or sublicense access;
2.1.3 Permit unauthorised third-party access;
2.1.4 Use the services in any unlawful or unethical manner.
3. Payment Terms
3.1 Billed on the 22nd of each month, in advance; the subscription fee is calculated based on the subscription tier selected and the number of billable members on record as at the 22nd;
3.2 Billable members include all Active Members and Blocked Members, but exclude Unverified Members, Cancelled Members, and Legal Handover Clients;
3.3 Payment by debit order only;
3.4 14-day grace period for non-payment before suspension;
3.5 Interest charged at prime rate for late payments;
3.6 No set-off or deduction may be applied by the Client.
4. Ownership and Intellectual Property
4.1 All software, updates, and modifications remain the exclusive property of the Service Provider. Custom features may be commercialised unless otherwise agreed. Any derivative works or enhancements developed by the Service Provider are the sole property of the Service Provider.
5. Warranties and Disclaimer
5.1 The software is provided “as is” with no guarantees of uptime;
5.2 The Client acknowledges having tested the system before purchase;
5.3 No representations are made regarding fitness for a specific purpose beyond what has been explicitly demonstrated.
6. Limitation of Liability
6.1 The Service Provider shall not be liable for any indirect, incidental, or consequential damages, including data loss, revenue loss, or business interruption;
6.2 Liability is limited to the fees paid by the Client for the month in which the breach occurred;
6.3 No claims for damages are permitted beyond this limit.
7. Indemnity
7.1 The Client shall indemnify the Service Provider from any third-party claims resulting from system use, including data uploaded or breaches by the Client or its users.
8. Term and Termination
8.1 30 days’ written notice is required for cancellation;
8.2 To initiate cancellation, the Client must send a written request via email to sales@itensityonline.com;
8.3 A cancellation form will be sent to the Client, which must be completed along with a mandatory offboarding interview;
8.4 Only upon receipt of the completed cancellation form and successful completion of the offboarding interview will the termination process be considered final;
8.5 Access is revoked upon termination;
8.6 Final data exports are available upon request, provided the Client’s account is settled in full.
9. Data Protection and Privacy
9.1 Data remains the Client’s property;
9.2 Both Parties agree to comply with POPIA;
9.3 The Client warrants proper data subject consents have been obtained;
9.4 The Service Provider will take reasonable technical and organisational measures to safeguard data.
10. Electronic Signatures and Acceptance
10.1 Agreement may be concluded via electronic means;
10.2 Electronic acceptance (checkbox, clickwrap) constitutes a binding signature;
10.3 This includes signature via digital signature platforms or email correspondence with stated intent.
11. Marketing Communications Consent
11.1 The Client consents to receive system-related or promotional updates;
11.2 Consent may be revoked at any time;
11.3 Communications may include system announcements, newsletters, and product offers.
12. Force Majeure
12.1 No Party shall be liable for delays or non-performance due to Force Majeure;
12.2 The affected Party must notify the other and resume performance as soon as possible;
12.3 Examples include war, acts of God, internet outages, and legal restrictions.
13. Governing Law and Jurisdiction
13.1 This Agreement shall be governed by South African law and subject to the jurisdiction of the South African courts.
14. Entire Agreement
14.1 This Agreement constitutes the entire understanding between the Parties and supersedes any prior representations or agreements.
15. Modification of Terms
15.1 Changes to the Agreement shall be valid only if made in writing and signed by authorised representatives of both Parties.
16. No Claims for Damages
16.1 The Client irrevocably waives any right to claim for direct or indirect damages, loss of profits, or consequential losses arising from the use or performance of the system.
17. Acceptable Use
The Client undertakes not to:
17.1 Upload unlawful, offensive, or infringing content;
17.2 Engage in actions that threaten service stability or integrity;
17.3 Use the system for unsolicited marketing (spam);
17.4 Disclose login credentials or permit unauthorised access.
18. Subcontracting
18.1 The Service Provider may subcontract elements of service delivery, provided it remains liable for performance thereof. The Client may not assign its rights or obligations without prior written consent.
19. Right to Reference
19.1 The Client consents to the use of its name and logo in general marketing materials unless explicitly declined in writing.
