Cite any clause directly: hover a heading and copy its # link. Order Forms should reference the version in effect on their Effective Date.

Issued by: Club Tech Global Pte. Ltd., Company Registration Number 202441283R, 190 Clemenceau Avenue #06-08, Singapore Shopping Centre, Singapore 239924.

#How this Agreement works

These Master Services Terms are the standard terms on which Clubtech supplies its booking platform and related services. They apply to a Client when that Client signs a Clubtech Services Order Form that references them.

• The Order Form records the commercial terms of a particular deal: who the Client is, which Venues are covered, which Products are subscribed for, the fees, and the dates.
• These Terms record the legal terms that apply to every Clubtech client.
• The Schedules to these Terms contain the service level commitments, data protection terms, implementation framework, and acceptable use rules.

Together, the Order Form, these Terms, and the Schedules form a single agreement between Clubtech and the Client (the “Agreement”). No signature is required on these Terms: signing the Order Form binds the Client to them.

1. #Structure of the Agreement and Order of Precedence

   1. #Incorporation

These Master Services Terms (the “Terms”) are incorporated by reference into every Order Form that refers to them. By signing an Order Form, the Client agrees to these Terms and to the Schedules, and no further signature, acceptance, or acknowledgement is required.

2. #Documents forming the Agreement

The Agreement comprises the following documents, which rank in the following descending order of precedence:

1. the Order Form, including Schedule A (Venue Details) and any other schedule or annex to it;

2. Schedule 2 (Data Processing Agreement), but only in respect of the Processing of Personal Data, in which respect it prevails over every other document;

3. these Terms;

4. Schedule 1 (Service Level Agreement), Schedule 3 (Implementation Framework), and Schedule 4 (Acceptable Use Policy); and

5. any other document expressly incorporated into the Agreement in writing by both Parties.

3. #Conflicts

If there is a conflict between documents, the document higher in the order of precedence in Section 1.2 prevails, subject to Sections 1.4 and 1.5. However, an Order Form varies these Terms only to the extent that it expressly identifies the provision of these Terms that it is varying. General or inconsistent wording in an Order Form does not displace these Terms.

4. #Liability provisions prevail

Notwithstanding the order of precedence in Section 1.2, Section 10 (Limitation of Liability) governs all liability of the Parties arising out of or in connection with the Agreement and every document forming part of it, and prevails over any limitation, cap, exclusion, or indemnity-related liability provision in any other document to the extent of any inconsistency.

5. #Version applicable to the Client

The version of these Terms that applies to a Client is the version published at www.clubtechglobal.com/msa and in effect on the Effective Date of that Client’s Order Form, as subsequently updated in accordance with Section 16.7. Each version is identified by a version number and effective date, and superseded versions are retained in the Version History at the end of these Terms.

2. #Definitions

In the Agreement, the following terms have the following meanings. Defined terms used in an Order Form have the meanings given here unless that Order Form expressly provides otherwise.

1. “Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

2. “Applicable Data Protection Law” means all data protection and privacy laws applicable to a Party’s Processing of Personal Data under the Agreement, including, where applicable, the EU General Data Protection Regulation 2016/679 (“GDPR”), the Singapore Personal Data Protection Act 2012, and any equivalent law of the jurisdiction in which a Venue is located.

3. “AUP” means the Acceptable Use Policy set out in Schedule 4, as updated by Clubtech from time to time.

4. “Beta Services” has the meaning given in Section 6.6.

5. “Client” means the entity identified as the Client in the Order Form and, where more than one Client Legal Entity is identified in Schedule A, all of them together.

6. “Client Data” means all data, content, and materials submitted to, stored in, or generated through the Platform by or on behalf of the Client, its Users, or its Guests, including Guest contact information, booking history, and preferences.

7. “Client Legal Entity” means each legal entity identified as such in Schedule A to the Order Form.

8. “Client Marks” means the Client’s trademarks, service marks, logos, trade names, and brand identifiers.

9. “Clubtech” means Club Tech Global Pte. Ltd., a company incorporated in Singapore with registration number 202441283R.

10. “Clubtech Services” or “Services” means the Platform, the Products identified in the Order Form, and all related implementation, support, maintenance, and professional services supplied by Clubtech under the Agreement.

11. “Confidential Information” means all non-public information disclosed by one Party to the other, in any form, that is identified as confidential or that would reasonably be understood to be confidential given its nature or the circumstances of disclosure, and includes the terms of the Order Form.

12. “Documentation” means the user manuals, technical guides, and published product documentation that Clubtech makes available for the Services, as updated from time to time.

13. “Effective Date” means the date on which the Order Form was last signed by a Party, as stated in the Order Form.

14. “Go-Live Date” means, for each Venue, the date on which the Platform is made available for live production use by that Venue’s Guests.

15. “Guest” or “End User” means an individual who makes, or seeks to make, a booking or purchase through the Platform in respect of a Venue.

16. “Install Fee” means the one-time fee stated as such in the Order Form, being the fee for implementation, configuration, and deployment of the Platform.

17. “Online Processing Fees” means the recurring fee stated as such in the Order Form, calculated as the stated percentage of the value of Transactions, together with any minimum charge per Transaction stated in the Order Form.

18. “Order Form” means a Clubtech Services Order Form executed by the Client and Clubtech that references these Terms, including Schedule A to it.

19. “Personal Data”, “Data Subject”, “Processing”, “Controller”, and “Processor” have the meanings given in Schedule 2.

20. “Platform” means Clubtech’s proprietary booking technology system, which the Client may configure and operate under its own brand to manage reservations, bookings, and related transactions.

21. “Product” means each product or service module identified in the Description of Services table in the Order Form.

22. “Renewal Term” has the meaning given in Section 15.2.

23. “Schedule A” means the Venue Details schedule to the Order Form.

24. “Service Credit” has the meaning given in Schedule 1.

25. “SORA” means the Singapore Overnight Rate Average, being the volume-weighted average rate of borrowing transactions in the unsecured overnight interbank SGD cash market in Singapore.

26. “Start Date” means, for each Venue, the date identified as the Start Date for that Venue in Schedule A or, if no Start Date is stated for a Venue, the Effective Date.

27. “Subscription Term” has the meaning given in Section 15.1.

28. “Term” means the Subscription Term together with all Renewal Terms.

29. “Transaction” means any payment made by a Guest to purchase the Client’s offerings that is processed using the Clubtech Services, including through events, paylinks, booking widget pre-payments, and upsells.

30. “User” means an individual authorised by the Client to access the Platform on the Client’s behalf, including the Client’s employees, contractors, and agents.

31. “Venue” means each physical site, property, or outlet identified in Schedule A at which the Client operates and in respect of which the Services are supplied.

32. #Provision of the Services

    1. #Grant of Services

Subject to the Agreement and to payment of all applicable fees, Clubtech will supply the Services to the Client in respect of each Venue identified in Schedule A, for the Products identified in the Order Form.

2. #Venues

The Services are supplied on a per-Venue basis. The Products, fees, Start Date, and target go-live date applicable to each Venue are as stated in Schedule A. Where Schedule A states a Product or fee for a Venue that differs from the Description of Services table in the Order Form, Schedule A prevails for that Venue.

3. #Adding Venues

The Client may add Venues by executing a new Order Form or an amended Schedule A signed by both Parties. Unless expressly stated otherwise, a Venue added during a Subscription Term or Renewal Term is co-terminous with, and expires at the end of, the then-current Subscription Term or Renewal Term, and does not commence a new minimum term for the Client’s other Venues.

4. #Closure, sale, or transfer of a Venue

The closure, sale, transfer, disposal, or change of ownership or operator of any Venue, or the cessation of any part of the Client’s business, does not constitute grounds for termination or non-renewal of the Agreement or any Order Form, does not reduce the fees payable, and does not relieve the Client of any payment obligation for the remainder of the then-current Subscription Term or Renewal Term.

5. #Changes to the Services

Clubtech may modify, update, enhance, or discontinue individual features of the Services from time to time, provided that it does not materially reduce the core functionality of a Product subscribed for during the then-current Subscription Term or Renewal Term. Clubtech will use commercially reasonable efforts to give the Client advance notice of any change that materially affects the Client’s use of the Services.

6. #Third-party integrations

Where the Order Form or Schedule 3 provides for integration with a third-party system, Clubtech’s obligation to perform that integration is contingent on the relevant third-party vendor providing an actively supported application programming interface, the necessary technical documentation, and the requisite implementation support. Where a third-party vendor does not provision appropriate access, including API documentation and implementation support, the integration will be descoped without liability to Clubtech and without reduction of the fees payable, and the Parties will record the descoping in a Change Order under Section 4.4.

4. #Implementation and Onboarding

   1. #Implementation framework

Clubtech will implement the Services in accordance with the phased framework set out in Schedule 3. The dates, milestones, and Venue-specific deliverables applicable to a particular implementation are as stated in the Order Form, Schedule A, or a separate statement of work agreed by the Parties.

2. #Client dependencies

Adherence to any implementation timeline is strictly contingent on the Client meeting its dependencies, including providing all required assets (such as high-resolution images and video for the booking engine), system credentials, API keys, and third-party sandbox access, and providing consolidated feedback within forty-eight (48) hours of a request or a presentation of deliverables by Clubtech. The Client acknowledges that Clubtech cannot advance the build without these dependencies, and that any delay by the Client will result in a day-for-day extension of subsequent milestones and completion dates.

3. #Matters beyond reasonable control

Any implementation timeline assumes that both Parties exercise commercially reasonable efforts to meet their obligations. Where Clubtech encounters unforeseen technical issues or dependencies beyond its reasonable control, including unresponsive third-party vendors, API limitations, or delayed Client submissions, Clubtech is not liable for the resulting delay, and the timeline will be extended by a period at least equal to the duration of the delay.

4. #Change control

Any modification to the scope, deliverables, or timelines of an implementation must be submitted as a written Change Request. Clubtech will assess the impact on timeline and cost, and no change will be implemented until a Change Order is signed by authorised representatives of both Parties.

5. #Condition to commencement

Clubtech is not obliged to commence, or to continue, implementation work in respect of any Venue until the Install Fee for that Venue has been paid in full.

6. #Transition to service levels

From the Go-Live Date for a Venue, the Services for that Venue are provided in accordance with Schedule 1 (Service Level Agreement).

5. #Client Responsibilities

The Client will, and will ensure that each Client Legal Entity, Venue, and User will:

• use the Services in accordance with the Agreement, the Documentation, and the AUP;

• promptly notify Clubtech of any issue with the Services, with detailed and accurate information;

• maintain the security and confidentiality of all user credentials, and promptly notify Clubtech of any unauthorised use of an account or any other known or suspected security breach;

• access the Services using a modern, supported web browser and an adequate internet connection;

• provide timely cooperation and access to resources reasonably requested by Clubtech’s support team to facilitate issue resolution;

• provide all necessary media assets, including images and copy, in the specified format and in a timely manner, and acknowledge that delay may affect resolution times;

• designate and maintain a payment gateway in accordance with Section 12.10, and configure its own communication templates, booking terms, and cancellation policies;

• record all Transactions accurately and completely within the Platform, and not omit, suppress, or manipulate Transaction data;

• comply with all laws applicable to its use of the Services, including Applicable Data Protection Law and any licensing, consumer protection, or payment regulation applicable to its Venues; and

• unless otherwise agreed in writing, maintain appropriate backups of its own data.

6. #Licence, Restrictions, and Related Rights

   1. #Licence grant

During the Term, and subject to the Client’s compliance with the Agreement and payment of all applicable fees, Clubtech grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and the Services for the Client’s internal business operations at the Venues identified in Schedule A.

2. #Restrictions

Except as expressly permitted in the Agreement, the Client will not, and will not permit any User, Client Legal Entity, or third party to, directly or indirectly:

1. copy, modify, or create derivative works of the Platform or the Services;

2. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Platform or the Services, except to the extent expressly permitted by applicable law;

3. rent, lease, lend, sell, sublicense, distribute, time-share, or otherwise make the Platform or the Services available to any third party other than authorised Users and Guests;

4. remove, alter, or obscure any proprietary notice or mark;

5. publish or disclose the results of any benchmarking or performance testing of the Platform or the Services;

6. circumvent or disable any security, access-control, copyright-protection, or licence-management feature;

7. interfere with or disrupt the integrity or performance of the Platform or the Services;

8. use the Platform or the Services in violation of any applicable law or the rights of any third party; or

9. use the Platform or the Services to capture, process, or share any person’s Personal Data in violation of Applicable Data Protection Law.

3. #Acceptable use and suspension

The Client will use the Services in accordance with the AUP. Clubtech may suspend or restrict access to the Platform or the Services, or to any User or Venue, where it reasonably determines that continued access creates a material security, legal, or operational risk, or breaches this Section 6 or the AUP. Where practicable, Clubtech will give the Client prior notice and an opportunity to remedy. The Client remains responsible for all fees during any suspension under this Section.

4. #Feedback

The Client grants Clubtech and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, and fully sublicensable right and licence to use, without restriction or obligation of any kind, any suggestion, idea, enhancement request, recommendation, or other feedback provided by the Client or any User relating to the Platform or the Services.

5. #Client Marks

The Client grants Clubtech and its Affiliates a limited, non-exclusive, non-transferable, sublicensable licence to use the Client Marks on and in connection with the Platform and the performance of the Services. The Client retains all other rights in the Client Marks, and Clubtech’s use of them inures to the Client’s benefit. This Section is without prejudice to Section 16.14 (Publicity).

6. #Beta Services

Clubtech may from time to time make available beta, trial, preview, or other pre-release features or services (“Beta Services”), which the Client may use at its discretion. Beta Services are provided “as is” and “as available”, are excluded from all warranties, service levels, Service Credits, and indemnities under the Agreement, and may be modified, suspended, or discontinued by Clubtech at any time in its sole discretion. Beta Services and any related information constitute Clubtech’s Confidential Information.

7. #Nature of the Services

The Parties agree that the fees payable under the Agreement are strictly for automated data processing services and access to the functionality of the Platform. Clubtech retains all intellectual property rights in the Platform. The Client is granted no right to reproduce, modify, adapt, download, or commercially exploit the underlying software code, algorithms, or copyright. The Agreement does not constitute a transfer of copyright or a software licence.

7. #Intellectual Property and Indemnification

   1. #Clubtech IP

Clubtech retains all rights, title, and interest in and to the Services, core platform technology, software, booking algorithms, system architecture, revenue optimization algorithms, associated AI models, models trained from anonymized insights, platform improvements, developments, and Clubtech branding and proprietary methodologies. The Agreement does not convey any ownership to the Client.

2. #Client IP

The Client retains all rights, title, and interest in and to Client Data, the Client brand, trademarks, trade names, service descriptions, images, marketing content, Guest data and relationships, and Client-specific customizations and content.

3. #Indemnification

Clubtech indemnifies the Client against third-party intellectual property infringement claims arising from authorized use of the Services, subject to the Client’s prompt notice, Clubtech’s control of the defence, and the Client’s cooperation. The Client indemnifies Clubtech against claims arising from the Client’s breach, Client Data, or unlawful use of the Services.

If the Services become, or in Clubtech’s reasonable opinion are likely to become, the subject of a third-party intellectual property infringement claim, Clubtech may, at its option and expense: (i) obtain for the Client the right to continue using the affected Services; (ii) modify or replace the affected Services so that they no longer infringe while materially preserving their functionality; or (iii) where (i) and (ii) are not commercially reasonable, terminate the affected Services on written notice, whereupon the Client’s obligation to pay further fees for the terminated Services ceases. Fees already paid are non-refundable.

Clubtech has no obligation or liability for any claim to the extent it arises from: (a) combination of the Services with products, data, or services not supplied by Clubtech; (b) modifications not made by Clubtech; (c) Client Data, the Client brand, or Client-specific customizations; or (d) continued use of the Services after notice to modify or discontinue. This Section 7.3 states each Party’s entire liability and sole and exclusive remedy for intellectual property infringement.

8. #Confidentiality

   1. #Obligation

Each Party shall protect the other Party’s Confidential Information using at least the same care it uses to protect its own, but not less than reasonable care, and shall not use or disclose it except as necessary to perform the Agreement. This obligation shall remain for five (5) years after the termination of the Agreement. Trade secrets shall be protected indefinitely as long as they remain trade secrets.

2. #Terms of the Order Form

The Parties acknowledge and agree that the terms of the Order Form constitute Confidential Information and will be protected and used in accordance with this Section 8.

3. #Exceptions

The obligations in this Section 8 do not apply to information that: (a) is or becomes public other than through breach of the Agreement; (b) was lawfully known to the receiving Party without obligation of confidence before disclosure; (c) is lawfully received from a third party without obligation of confidence; or (d) is independently developed without use of the disclosing Party’s Confidential Information. A Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where lawful, it gives the other Party prompt notice and reasonable assistance to seek protective treatment.

9. #Warranties and Disclaimer

   1. #Clubtech warranties

Clubtech represents that:

1. the Services will materially conform to the Documentation;

2. it will not knowingly introduce malware into the Services;

3. it has full authority to enter into the Agreement;

4. it will use commercially reasonable efforts to maintain the system with regular updates, bug fixes, and services that support the smooth functioning of the system during the Term in accordance with Schedule 1; and

5. it will use commercially reasonable efforts to rectify reproducible software-related faults, defects, and malfunctions attributable to Clubtech’s software, in accordance with the response targets and exclusions set out in Schedule 1. This obligation does not extend to issues to the extent caused by third-party systems, Client Data, or Client-side hardware, software, or connectivity, or to any matter excluded under Schedule 1.

2. #Client warranties

The Client represents and warrants that: (a) it has full authority to enter into the Agreement and, where more than one Client Legal Entity is identified in Schedule A, that the signatory to the Order Form has authority to bind each of them; (b) its use of the Services and its instructions to Clubtech are lawful; and (c) it has all rights necessary to provide Client Data and the Client Marks to Clubtech for the purposes of the Agreement.

3. #Disclaimer

EXCEPT AS SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED “AS IS.” ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

4. #Exclusive remedy for warranties

For any breach of the warranties in Section 9.1, the Client’s sole and exclusive remedy, and Clubtech’s entire liability, is for Clubtech to use commercially reasonable efforts to correct or re-perform the affected Services. Service availability, maintenance, and the correction of faults are addressed in Schedule 1, and the Service Credits set out in Schedule 1 are the Client’s sole and exclusive remedy for any failure to meet the service level targets. Nothing in Section 9.1 expands Clubtech’s liability beyond the limits in Section 10.

10. #Limitation of Liability

    1. #Exclusion of damages

Neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages arising from the Agreement, including loss of profits or data, even if advised such damages were possible.

2. #Cap on liability

Subject to Section 10.1 (which continues to apply) and Section 10.3:

1. except as stated in Section 10.2(b), each Party’s total aggregate liability arising out of or in connection with the Agreement and every document forming part of it, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by the Client in the six (6) months preceding the event giving rise to the liability; and

2. each Party’s total aggregate liability for (i) breach of confidentiality obligations, (ii) indemnification obligations, and (iii) infringement or misappropriation of intellectual property rights shall not exceed one million United States dollars (US$1,000,000) in the aggregate.

The cap in Section 10.2(b) is a maximum aggregate ceiling for the matters it covers; it is not additional to the cap in Section 10.2(a), and where a claim falls within both, only Section 10.2(b) applies. These limitations apply regardless of the form or theory of action and are for the benefit of each Party and its Affiliates and representatives.

3. #Liabilities not limited

Nothing in the Agreement excludes or limits: (a) the Client’s obligation to pay fees or any other amounts due; (b) either Party’s liability for fraud or fraudulent misrepresentation; (c) liability for death or personal injury caused by a Party’s negligence; or (d) any liability that cannot be excluded or limited under applicable law.

4. #Essential purpose

The Client acknowledges and agrees that the essential purpose of this Section 10 is to allocate risk between the Parties and to limit potential liability, and that the fees payable under the Agreement have been set in reliance on these limitations and would have been substantially higher had Clubtech assumed any further liability. The limitations and exclusions in this Section 10 form an essential basis of the bargain between the Parties, are a reasonable allocation of risk, and shall apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose.

5. #Third-party services

Neither Party shall have any liability with respect to any third-party products, services, integrations, or systems, including any payment gateway, POS, PMS, or analytics provider, and including any act, omission, breach, outage, error, or change by any such third-party provider, even where such third-party products, services, integrations, or systems are integrated with, supported by, or accessed through the Platform.

11. #Data Protection, Security and Disaster Recovery

    1. #Client Data ownership and licence

The Client owns all Guest contact information, booking history, and preferences. Clubtech may access Client Data solely for platform operation and support purposes. The Client controls Guest communication and marketing activities. The Client grants Clubtech a worldwide, non-exclusive, royalty-free, sublicensable licence to host, copy, store, process, transmit, and display Client Data to the extent necessary to provide, maintain, secure, support, and improve the Platform and the Services.

2. #Platform and aggregated data

Clubtech may collect and analyse aggregated, anonymized platform usage data, and Clubtech and its Affiliates may use such aggregated, de-identified, and anonymized data (which contains no personally identifiable information) for any lawful purpose, including to operate, maintain, secure, benchmark, and improve the Platform and the Services, to develop new products, features, models, and offerings, and to produce analytics and insights. As between the Parties, Clubtech owns all such aggregated, de-identified data and all usage data relating to the installation, configuration, and use of, and the performance of, the Platform and the Services.

3. #Data security

Both Parties will implement appropriate technical and organizational security measures, report any data breaches promptly to the other Party, and cooperate in breach response and regulatory notification procedures.

4. #Data backup and disaster recovery

Clubtech will maintain a comprehensive data backup and disaster recovery plan. Backups will be performed daily with a minimum retention period of seven (7) days. Clubtech will take commercially reasonable steps to ensure business continuity and the timely recovery of Client Data in the event of a system failure, in accordance with the objectives set out in Schedule 1.

5. #Processing of Personal Data

Personal Data is processed in accordance with Schedule 2 (Data Processing Agreement).

12. #Fees, Billing and Payment

    1. #Fees

The Client will pay the fees stated in the Order Form. All fees are stated and payable in United States dollars unless the Order Form states otherwise, and are non-refundable except as expressly provided in the Agreement.

2. #Install Fee

The Install Fee is invoiced in full on the Effective Date and is non-refundable. The Install Fee is payable within thirty (30) days of the invoice date. Clubtech is not obliged to commence or continue implementation in respect of a Venue until the Install Fee for that Venue has been paid in full.

3. #Online Processing Fees

Online Processing Fees accrue on every Transaction at the percentage stated in the Order Form, applied to the total pre-tax, post-service-charge value of the Transaction, subject to any minimum charge per Transaction stated in the Order Form. Online Processing Fees remain payable to Clubtech regardless of whether a Transaction is subsequently cancelled, refunded, charged back, or disputed.

4. #Billing of Online Processing Fees

Online Processing Fees accrue from the Go-Live Date and are invoiced monthly in arrears as follows:

• First invoice. Clubtech will issue the first invoice on the first day of the first calendar month that begins at least thirty (30) calendar days after the Go-Live Date. That invoice will cover all Online Processing Fees accrued from the Go-Live Date up to and including the last day of the calendar month immediately preceding the invoice date.

• Monthly invoices. Thereafter, Clubtech will issue an invoice on the first day of each calendar month for all Online Processing Fees accrued during the immediately preceding calendar month.

• Payment. Each invoice is payable within thirty (30) days of the invoice date.

5. #Taxes

All fees are exclusive of any applicable sales taxes, GST, VAT, withholding taxes, or other duties, which are payable by the Client. All fees are net of all taxes. If the Client is required by law to make any deduction or withholding, the Client shall pay such additional amounts as are necessary so that the net amount received by Clubtech after the deduction equals the full amount stated in the invoice. Each Party shall be liable for the payment of its own taxes and levies and shall keep the other Party freed and indemnified from all prosecutions, actions, claims, demands, costs, and expenses in connection therewith.

6. #Late payment, suspension, and collection

Late payments shall accrue interest at the rate of SORA + 3% calculated daily from the due date. If any undisputed amount remains overdue more than five (5) days after written notice, Clubtech may, in addition to any other remedy, suspend access to the Platform and the Services until payment is received in full, and the Client remains responsible for all fees during such suspension. Persistent failure to pay constitutes a material breach of the Agreement. The Client shall reimburse Clubtech for all reasonable costs of collecting overdue amounts, including legal fees and collection-agency charges.

7. #Disputed invoices

Any dispute in respect of an invoice must be raised in writing within ten (10) days of the invoice date, failing which the invoice is deemed accepted. The Client shall pay any undisputed portion of a disputed invoice by the due date.

8. #Payment method

Payment shall be made by wire transfer to the account notified by Clubtech in the Order Form or on the invoice. The Client bears all bank charges, transfer fees, and currency conversion costs.

9. #No set-off

The Client shall pay all amounts due without set-off, counterclaim, deduction, or withholding, except as required by law or as expressly permitted by Section 12.7.

10. #Payment processing

The Client shall designate and maintain its preferred payment gateway for all Guest transactions and is responsible for all Guest payment processing, refunds, chargebacks, and Guest compensation arising from bookings, cancellations, double bookings, or overbookings, except to the extent such issues arise due to Clubtech’s error, negligence, or system malfunction. Clubtech will integrate the Platform with the Client’s designated payment gateway but will not store or process any Guest payment information independently.

13. #Records and Audit Rights

The Client will maintain complete and accurate records of all Transactions for a minimum of three (3) years. Clubtech has the right to audit the Client’s records to verify fee calculations no more than once per calendar year, on thirty (30) days’ written notice. If an audit reveals an underpayment exceeding 5% of fees due, the Client will reimburse Clubtech’s reasonable audit costs, provided that the underpayment was not caused solely by Clubtech’s clerical or administrative error in generating the invoice. That exclusion does not apply to any discrepancy resulting from the Client’s failure to accurately record all Transactions within the Platform, or from the omission, suppression, or manipulation of data by the Client.

14. #Insurance

Each Party agrees to maintain, at its own expense, appropriate insurance coverage throughout the Term and for a period of two (2) years thereafter. This shall include, at a minimum:

1. Commercial General Liability insurance with limits of not less than US$1,000,000 per occurrence;

2. Cyber Liability / Professional Liability (Errors & Omissions) insurance with limits of not less than US$1,000,000 per claim, covering liabilities arising from data breaches, network security failures, and errors in the provision of the Services; and

3. Workers’ Compensation insurance as required by law.

Upon request, each Party shall provide the other with a certificate of insurance evidencing such coverage.

15. #Term and Termination

    1. #Subscription Term

The Agreement commences on the Effective Date. The subscription for all Venues commences on the earliest Start Date stated in Schedule A and continues for the minimum period stated in the Order Form or, if no period is stated, for twelve (12) months (the “Subscription Term”). These Terms remain in force for as long as any Order Form referencing them remains in effect.

2. #Renewal

Following the Subscription Term, the Agreement automatically renews for successive periods equal in length to the Subscription Term (each a “Renewal Term”), unless either Party gives the other written notice of its intention not to renew at least the number of days stated in the Order Form before the expiry of the then-current Subscription Term or Renewal Term or, if no period is stated in the Order Form, at least ninety (90) days before that expiry.

3. #Termination for cause

Either Party may terminate the Agreement immediately on written notice if:

1. the other Party is in material breach and fails to cure it within thirty (30) days of receiving written notice;

2. the other Party becomes bankrupt or insolvent, enters into any arrangement with its creditors, or ceases its business operations; or

3. the other Party commits a material breach of its confidentiality obligations, or infringes or misappropriates the other Party’s intellectual property rights, and, where the breach is capable of cure, fails to cure it within thirty (30) days of written notice.

4. #Termination by Clubtech for convenience

Clubtech may terminate the Agreement, or the Services in respect of any Venue, on sixty (60) days’ prior written notice. Where Clubtech terminates under this Section, it will refund a pro-rata portion of any fees prepaid in respect of the period after the effective date of termination.

5. #No termination for convenience by the Client

The Client may not terminate the Agreement or any Order Form for convenience during the Subscription Term or any Renewal Term. The Client’s right to bring the Agreement to an end is limited to non-renewal under Section 15.2 and termination for cause under Section 15.3. If the Client purports to terminate for convenience, ceases to use the Services, or abandons any Venue, or if Clubtech terminates for the Client’s material breach under Section 15.3, all fees that would otherwise have become due for the remainder of the then-current Subscription Term or Renewal Term become immediately due and payable, and Clubtech has no obligation to refund any fees already paid.

6. #Suspension

Clubtech’s rights to suspend the Services under Sections 6.3 and 12.6 are in addition to, and not in substitution for, its rights of termination. Suspension does not reduce the fees payable or shorten the Term.

7. #Effect of termination

On termination or expiry, the Client’s right to access the Services ceases and the Client must cease using the Platform. Any outstanding invoices, and all amounts falling due under Section 15.5, remain due and payable. On notice of termination or non-renewal, the Client is solely responsible for exporting all necessary data, reports, and records from the Platform before the effective date of termination.

8. #Survival

The following survive termination or expiry: Section 7 (Intellectual Property and Indemnification), Section 8 (Confidentiality), Section 10 (Limitation of Liability), Section 11.2 (Platform and aggregated data), Section 12 (Fees, Billing and Payment) in respect of amounts accrued or falling due, Section 13 (Records and Audit Rights), Section 14 (Insurance), Section 15.7, Section 16 (General Provisions), and any provision that by its nature is intended to survive.

16. #General Provisions

    1. #Client Legal Entities and Affiliates

Where Schedule A identifies more than one Client Legal Entity, each of them is bound by the Agreement and they are jointly and severally liable for all obligations under it, including payment. The signatory to the Order Form represents and warrants that it has authority to bind every Client Legal Entity identified in Schedule A. The Client’s Affiliates may use the Services in accordance with the Agreement, and the Client and its Affiliates are jointly and severally liable for the acts and omissions of those Affiliates. Only the Client may bring a claim against Clubtech on behalf of a Client Legal Entity or Affiliate. Clubtech may provide the Services, or any part of them, through its Affiliates and remains responsible for their performance, and an Affiliate of Clubtech may invoice the Client.

2. #Governing law

The Agreement is governed by the laws of Singapore.

3. #Dispute resolution

Disputes arising out of or in connection with the Agreement will be resolved through binding arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules. The seat of arbitration shall be Singapore, and the tribunal shall consist of one arbitrator.

4. #Force majeure

Neither Party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, acts of war or terrorism, riots, epidemics or pandemics, government action, strikes not involving that Party’s own staff, internet outages, or failures of utilities or communications networks.

5. #Assignment

Neither Party may assign the Agreement without the other Party’s prior written consent, except that Clubtech may assign or transfer the Agreement, in whole or in part, without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which the Agreement relates, in each case on written notice to the Client. Any purported assignment in breach of this Section is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.

6. #Notices

All notices shall be in writing and may be delivered by email or physical mail to the contact details stated in the Order Form. Notices sent by email are deemed effective at the time of sending, provided the sender does not receive a delivery notification error. Notices sent by physical mail are effective on receipt. Notices to Clubtech shall be sent to [email protected] and to Clubtech’s registered address. A Party may update its designated contact information by written notice to the other Party.

7. #Updates to these Terms

Clubtech may update these Terms and the Schedules from time to time by publishing an updated version at www.clubtechglobal.com/msa and giving the Client notice, which may be given by email to the Client’s notice address.

1. An update that is required to comply with law, regulation, or the requirements of a critical service provider, and an update that does not materially and adversely affect the Client’s rights, takes effect thirty (30) days after notice.

2. Any other update takes effect at the commencement of the Client’s next Renewal Term.

3. If an update has a material adverse effect on the Client’s use of the Services, the Client may object by written notice given before the update takes effect, in which case the version of these Terms in effect immediately before the update continues to apply to the Client until the end of the then-current Subscription Term or Renewal Term.

4. The Client’s continued use of the Services after an update takes effect constitutes acceptance of it.

5. Commercial terms stated in an Order Form may be changed only by written agreement of the Parties.

8. #Amendment

Apart from updates made under Section 16.7, the Agreement may be modified only by a written instrument signed by both Parties.

9. #Entire agreement

The Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior proposals, quotations, representations, and understandings. Nothing in this Section limits liability for fraud or fraudulent misrepresentation. Any purchase order, vendor portal terms, or other Client-issued document does not vary the Agreement, even if acknowledged or signed by Clubtech.

10. #Waiver

No failure or delay by a Party in exercising a right under the Agreement operates as a waiver of it, and no single or partial exercise prevents any further exercise.

11. #Severability

If any provision is unenforceable, the remainder of the Agreement remains in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

12. #Independent contractors

The Parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, or employment relationship.

13. #Non-solicitation and non-engagement

During the Term and for a period of one (1) year following its termination, neither Party shall, without the prior written consent of the other, directly or indirectly solicit, hire, contract, consult, or otherwise engage any employee, independent contractor, consultant, or agent of the other Party who was involved in the performance, delivery, or management of the Services. Any engagement of such individuals must be conducted exclusively through the employing Party under an agreed statement of work.

14. #Publicity

Clubtech may identify the Client as a customer and use the Client’s name, logo, and Client Marks on Clubtech’s website and in its marketing materials, case studies, press releases, and client lists, consistent with the Client’s brand guidelines. The Client shall not use Clubtech’s name, logo, or trademarks in any marketing materials, press releases, or client lists without Clubtech’s prior written consent.

15. #Compliance with laws

Both Parties shall comply with all applicable local, state, national, and international laws and regulations in connection with their respective obligations under the Agreement.

16. #No third-party beneficiaries

The Agreement does not confer any benefit or right on any third party, including any User, Guest, or Affiliate, unless expressly stated otherwise in the Agreement. A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

17. #Open source software

Certain components provided with the Platform or the Services may be subject to “open source” or “free software” licences (“OSS”), a list of which is available in the Documentation as necessary. OSS is licensed under the terms of the licence that accompanies it and is not subject to the Agreement, except that the disclaimers, warranties, and limitations of liability in the Agreement apply to such OSS. Nothing in the Agreement limits the Client’s rights under, or grants the Client rights that supersede, the terms of any applicable OSS licence.

18. #Third-party services

The Platform may interoperate with third-party products, services, and systems, including payment gateways, POS and PMS systems, and analytics providers (“Third-Party Services”). The Client is responsible for complying with the applicable terms of all Third-Party Services and for establishing and maintaining any accounts and access required to use them. Clubtech is not responsible for the availability, performance, accuracy, security, or any act or omission of any Third-Party Service, and may cease to support, or may remove content made available through, any Third-Party Service. Any fees charged by a third-party provider are the Client’s responsibility.

19. #Time for claims

Except for the Client’s payment obligations and either Party’s confidentiality or intellectual-property obligations, no claim or action arising out of or relating to the Agreement may be brought by either Party more than twelve (12) months after the cause of action accrued.

20. #Language

The Agreement is made in English. In the event of any conflict or discrepancy with a translated version, the English language version shall prevail.

21. #Execution

An Order Form may be executed in counterparts. Electronic and facsimile signatures are binding and are considered original signatures.

#Schedule 1 — Service Level Agreement

This Service Level Agreement (“SLA”) defines the service level objectives, support commitments, and performance targets for the Services. It is incorporated into and forms part of the Agreement. Capitalised terms have the meanings given in the Terms.

1. #Application

This SLA applies to each Venue from its Go-Live Date. It does not apply to Beta Services.

2. #Service Availability

   1. #Uptime objective

Clubtech will use commercially reasonable efforts to achieve a Service Uptime target of 99% per calendar month. “Service Uptime” is calculated as: ((Total Minutes in Month − Downtime) / Total Minutes in Month) × 100.

2. #Definition of Downtime

“Downtime” means any period during which the core functionalities of the Services are unavailable to a majority of Guests. Downtime does not include periods of Scheduled Maintenance or Emergency Maintenance, or any circumstance listed in Section 7 (Exclusions) of this Schedule.

3. #Scheduled Maintenance

Clubtech may perform scheduled maintenance that could temporarily affect availability.

• Maintenance window: Mondays between 2:00 AM and 6:00 AM Singapore Time (GMT+8).

• Notification: Clubtech will endeavour to notify the Client at least 24 hours in advance, by email to the Client’s notice address stated in the Order Form.

4. #Emergency Maintenance

Clubtech may perform emergency maintenance with minimal or no advance notice to address critical issues. Emergency Maintenance is not Downtime.

3. #Support and Maintenance

   1. #Support hours

Technical live support is available from 9:00 AM to 10:00 PM Singapore Time (GMT+8), seven days a week.

2. #Support channels

The Client may request support through online support ticket submission, phone or WhatsApp, and email.

3. #Issue severity and target response times

“Response Time” is the target time to acknowledge a reported issue and confirm that investigation has begun. These are operational targets and not guaranteed commitments.

4. #Data Management and Security

   1. #Data backups

Clubtech will perform regular backups of Client Data as part of its standard operating procedures, in accordance with Section 11.4 of the Terms.

2. #Disaster recovery

In the event of a catastrophic failure, Clubtech’s disaster recovery plan has the following objectives:

• Recovery Time Objective (RTO): 8 hours.

• Recovery Point Objective (RPO): 60 minutes.

These are objectives and not guaranteed recovery times.

3. #Security measures

Clubtech will implement and maintain commercially reasonable security measures to protect Client Data in accordance with Schedule 2.

5. #Client Responsibilities

The Client’s responsibilities relevant to this SLA are set out in Section 5 of the Terms. Failure by the Client to meet those responsibilities is an Exclusion under Section 7 of this Schedule.

6. #Remedies for Service Level Failures

   1. #Service Credits

If Clubtech fails to meet the Service Uptime target in Section 2.1 of this Schedule, the Client is eligible to receive a service credit (“Service Credit”) as its sole and exclusive remedy. The Service Credit is calculated as a percentage of the total fees invoiced for the calendar month in which the failure occurred, as follows:

2. #Credit request and payment

To receive a Service Credit, the Client must submit a written request to Clubtech within fifteen (15) days of the end of the month in which the Service Uptime failure occurred. Service Credits are not refunds, cannot be exchanged for cash, and will be applied to the Client’s next invoice. The maximum Service Credit in any calendar month shall not exceed 25% of the fees for that month.

7. #Exclusions

Clubtech is not responsible for meeting the service levels in this Schedule, and has no liability for any failure to meet them (including any eligibility for Service Credits), if the issue is caused by any of the following:

• events outside Clubtech’s reasonable control, including force majeure events as defined in Section 16.4 of the Terms;

• problems with the Client’s, its employees’, or its contractors’ hardware, software, services, or network connectivity;

• failures of integrated third-party systems, including POS, PMS, or payment processors;

• the Client’s failure to meet its responsibilities under Section 5 of the Terms;

• any unauthorised action or inaction, or failure to follow Clubtech’s instructions, by the Client or its Users;

• Scheduled Maintenance or Emergency Maintenance;

• Client-side DNS, domain name registrar, or SSL certificate issues not managed by Clubtech;

• slow internet connections used by Guests or the Client’s staff; or

• any other cause beyond Clubtech’s reasonable control.

#Schedule 2 — Data Processing Agreement

This Data Processing Agreement (“DPA”) forms part of the Agreement and governs the Processing of Personal Data that Clubtech handles on behalf of the Client in connection with the Services. In this Schedule, the Client is the “Controller” and Clubtech is the “Processor”.

1. #Definitions

• “Data Protection Law” means all applicable data protection and privacy laws, including, where applicable, the EU General Data Protection Regulation 2016/679 (“GDPR”), the Singapore Personal Data Protection Act 2012, and the data protection law of any jurisdiction in which a Venue is located or in which Data Subjects are resident.

• “Personal Data,” “Data Subject,” “Processing,” “Data Controller,” and “Data Processor” have the meanings ascribed to them in the GDPR, or the equivalent meanings under other applicable Data Protection Law.

• “Personal Data Breach” means a breach of the Processor’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data Processed by the Processor.

• “Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR.

• “Processing Instructions” means the documented instructions provided by the Controller to the Processor regarding the Processing of Personal Data, including the initial instructions set forth in this DPA and any additional written instructions that comply with this DPA.

• “Data Protection Authority” means any competent supervisory authority under applicable Data Protection Law.

2. #Details of Data Processing

   1. #Subject matter and purpose

The subject matter of the Processing is the provision of the Services pursuant to the Agreement, in accordance with the Controller’s documented instructions.

2. #Duration of Processing

The duration of Processing is the Term, plus the deletion period set out in Section 8 of this Schedule.

3. #Categories of Data Subjects

Individuals who access the Controller’s booking portal, as determined and controlled by the Controller.

4. #Types of Personal Data

Personal Data submitted to the Services by or on behalf of the Controller. The Controller is solely responsible for determining the types of Personal Data it processes via the Services.

5. #Processing Instructions

1. The Processor shall Process Personal Data only in accordance with the Controller’s documented instructions, including those set out in this DPA.

2. The Controller’s initial instructions are to Process Personal Data for the purposes described in Section 2.1 of this Schedule.

3. Additional instructions must be in writing and consistent with this DPA and the Agreement.

4. If the Processor believes any instruction violates applicable Data Protection Law, it shall promptly notify the Controller and may suspend Processing until the instruction is modified or withdrawn.

3. #Sub-processing

   1. #General authorization

The Controller provides a general authorization for the Processor to engage third-party sub-processors to provide the Services. The Processor shall be liable for the acts and omissions of its sub-processors and shall keep the Controller freed and indemnified from any claims, costs, demands, and prosecutions arising out of such sub-processors, in each case subject to Section 10 of the Terms. The Processor’s current list of sub-processors is available on request.

2. #Changes to sub-processors

The Processor will inform the Controller of any new or replacement sub-processor. The Controller’s sole and exclusive remedy for a reasonable, data protection-related objection to a new sub-processor is termination of the Agreement in accordance with Section 15.3 of the Terms.

3. #Client-designated third parties (non-sub-processors)

The Parties acknowledge and agree that third-party providers (such as marketing platforms including Meta, Google, or TikTok, as well as payment gateways or integrated POS/PMS systems) which are directly engaged, controlled, or configured by the Controller to Process Personal Data are not deemed sub-processors of the Processor. The Controller retains sole responsibility for ensuring the compliance of such third parties with all applicable Data Protection Law. The Processor’s obligations under this DPA apply only to Personal Data Processed by the Processor or its authorized sub-processors for the provision of the Services.

4. #Technical and Organizational Security Measures

The Processor has implemented and will maintain appropriate technical and organizational measures designed to protect the security, confidentiality, and integrity of Personal Data. These measures may be updated at the Processor’s discretion, provided they do not materially decrease the overall security of the Services.

5. #Data Subject Rights

The Controller is solely responsible for fulfilling Data Subject rights requests under Data Protection Law, including rights of access, rectification, erasure, and data portability. To the extent the Controller cannot fulfil a request through its own access to the Services, the Processor will provide reasonable assistance at the Controller’s expense. The Processor shall not be responsible for responding directly to Data Subjects.

6. #Personal Data Breach Notification

In the event of a Personal Data Breach, the Processor will notify the Controller without undue delay after becoming aware of the breach. The Processor’s notification shall not be construed as an admission of fault or liability.

7. #Data Transfers

   1. #Transfer authorization

The Controller acknowledges and consents to transfers of Personal Data to Singapore and to other jurisdictions in which the Processor or its sub-processors operate.

2. #Local law requirements

Where Personal Data of Data Subjects in a particular jurisdiction is transferred out of that jurisdiction, the Processor shall: (a) ensure a standard of protection consistent with the requirements of the Data Protection Law of that jurisdiction; (b) comply with any cross-border transfer requirements of that law; and (c) implement additional safeguards where required by the relevant Data Protection Authority.

3. #EEA and UK transfers

Transfers of Personal Data from the EEA or the United Kingdom are governed by the Standard Contractual Clauses or another valid transfer mechanism.

8. #Return and Deletion of Data

On termination or expiry of the Agreement, the Controller is responsible for exporting its Personal Data. Thereafter, the Controller instructs the Processor to securely delete all Personal Data from its systems in accordance with the Processor’s standard data retention policies, within a maximum period of ninety (90) days.

9. #Liability and Indemnification

   1. #Limitation of liability

Each Party’s total aggregate liability arising out of or related to this DPA is governed exclusively by Section 10 of the Terms and counts towards — and is not additional to — the caps set out there. This DPA creates no separate, additional, or different limit, and no monetary cap other than those in Section 10 of the Terms applies.

2. #No indirect damages

The exclusion of indirect, incidental, special, consequential, and punitive damages in Section 10.1 of the Terms applies in full to this DPA, including to any liability of the Processor arising from the acts or omissions of its sub-processors. The Processor remains responsible for its sub-processors as set out in Section 3.1 of this Schedule, but that responsibility is in all cases subject to the exclusions and caps in Section 10 of the Terms.

3. #Indemnification

The Controller agrees to indemnify, defend, and hold harmless the Processor from and against any and all third-party claims, liabilities, and costs (including legal fees) arising from: (i) any breach by the Controller of this DPA or Data Protection Law; or (ii) the Processor’s Processing of Personal Data in accordance with the Controller’s lawful instructions.

10. #Controller Acknowledgements and Warranties

The Controller represents and warrants that:

• its instructions to the Processor are lawful and comply with all applicable Data Protection Law;

• it has established a lawful basis for the Processing of all Personal Data submitted to the Services, including obtaining all necessary consents and providing all required privacy notices to Data Subjects; and

• it is solely responsible for the accuracy, quality, and legality of the Personal Data.

11. #Audit Rights

On the Controller’s written request, no more than once annually, the Processor shall provide sufficient information (such as summaries of its latest security reports or a standard compliance questionnaire) to demonstrate compliance with this DPA. Any request for a direct audit shall be at the Controller’s sole expense, subject to a strict non-disclosure agreement, and shall not unreasonably interfere with the Processor’s business activities. The Controller will reimburse the Processor for time expended on such an audit at the Processor’s then-current professional services rates.

12. #Term and Termination

This DPA takes effect on the Effective Date and continues for as long as the Processor Processes Personal Data on behalf of the Controller. It terminates automatically on termination or expiry of the Agreement, subject to Section 8 of this Schedule. On termination, the Processor shall cease all Processing of Personal Data on behalf of the Controller, unless otherwise required by applicable law. The following survive termination: Section 4 (Technical and Organizational Security Measures), Section 5 (Data Subject Rights), Section 6 (Personal Data Breach Notification), Section 8 (Return and Deletion of Data), and Section 9 (Liability and Indemnification).

13. #Governing Law

    1. Commercial provisions. All commercial provisions of this DPA, including liability, indemnification, termination, and general contractual obligations, are governed by the laws of Singapore and are subject to the dispute resolution provisions in Section 16.3 of the Terms.

    2. Data protection obligations. All data protection and privacy obligations, including Data Subject rights, security requirements, breach notification, and transfer restrictions, are governed by the Data Protection Law applicable to the Controller’s Processing.

    3. Conflict. In the event of a conflict between the laws specified above, the more restrictive data protection requirement prevails to the extent necessary to ensure compliance with applicable Data Protection Law.

#Schedule 3 — Implementation Framework

This Schedule sets out the standard phased framework for implementation of the Services. Dates, milestones, and Venue-specific deliverables are stated in the Order Form, Schedule A, or a separate statement of work. Where no dates are stated, the Parties will agree them in writing before implementation commences.

1. #Implementation Phases

2. #Standard Deliverables

Unless the Order Form states otherwise, implementation includes:

• a deployed, branded instance of the Platform for each Venue;

• user manuals and technical guides;

• remote staff training delivered by video conference (on-site training is excluded and may be arranged by the Client directly with third-party local partners);

• post-launch premium support for three (3) months, including live support from 9:00 AM to 10:00 PM Singapore Time (GMT+8) via ticket, email, and WhatsApp; and

• ongoing standard support with a designated account manager.

3. #Dependencies and Delay

Sections 4.2 and 4.3 of the Terms govern Client dependencies, delay, and extension of milestones. The Client acknowledges that Clubtech cannot advance the build without the Client’s assets, credentials, access, and feedback, and that delay by the Client extends subsequent milestones on a day-for-day basis.

4. #Change Management

Section 4.4 of the Terms governs changes to implementation scope, deliverables, and timelines.

#Schedule 4 — Acceptable Use Policy

This Acceptable Use Policy (“AUP”) applies to all use of the Platform and the Services. Clubtech may update this AUP from time to time in accordance with Section 16.7 of the Terms. Breach of this AUP is a material breach of the Agreement and may result in suspension under Section 6.3 of the Terms.

1. #Prohibited Conduct

The Client will not, and will not permit any User, Client Legal Entity, or third party to, use the Platform or the Services to:

• violate any applicable law or regulation, or infringe or misappropriate the rights of any person;

• transmit, store, or distribute unlawful, defamatory, obscene, harassing, or fraudulent content;

• upload or transmit any virus, worm, malware, or other malicious code, or any material designed to interrupt, damage, or limit the functioning of software or hardware;

• gain or attempt to gain unauthorised access to the Platform, to any other client’s data or environment, or to any system or network connected to the Platform;

• conduct penetration testing, vulnerability scanning, or load testing without Clubtech’s prior written consent;

• send unsolicited commercial communications, or send communications to Guests in breach of applicable marketing, consumer protection, or data protection law;

• process payment card data other than through the Platform’s designated PCI-compliant flows and the Client’s designated payment gateway;

• misrepresent the Client’s identity, affiliation, or the nature of its offerings, or use the Platform to take bookings for goods or services the Client is not licensed or able to supply;

• resell, white-label, or provide access to the Platform to any third party that is not an authorised User or Guest;

• use the Platform or the Services to build, train, or benchmark a competing product or service; or

• impose an unreasonable or disproportionate load on the Platform’s infrastructure, including through automated scraping, crawling, or bulk data extraction not performed through the Platform’s supported export functionality.

2. #Account Security

The Client is responsible for all activity occurring under its accounts, for maintaining the confidentiality of all credentials, for applying role-based permissions appropriately, and for promptly notifying Clubtech of any known or suspected unauthorised access.

3. #Enforcement

Clubtech may investigate any suspected breach of this AUP and may suspend or restrict access under Section 6.3 of the Terms. Where a breach creates an imminent security, legal, or operational risk, Clubtech may suspend without prior notice and will notify the Client as soon as reasonably practicable.

#Version History

These Terms are published by Club Tech Global Pte. Ltd. and are incorporated by reference into each Clubtech Services Order Form. Questions may be directed to [email protected].