ClubHop — Member Terms & Conditions

1. Definitions and Interpretation

In this Agreement, unless the context clearly indicates a contrary intention, the following expressions shall bear the meanings assigned to them below:

1.1 "The Company" / "The Platform" means ClubHop (Pty) Ltd, a private company duly registered in the Republic of South Africa under Registration Number 2026/513029/07.

1.2 "The App" means the ClubHop mobile application, web interfaces, and underlying matching software ecosystem.

1.3 "Member" / "User" means any natural person who registers a digital account on the App and purchases admission privileges.

1.4 "Partner Venue" means any independent third-party fitness facility, sports center, or venue onboarded onto the App marketplace.

1.5 "Pass" / "Ticket" means a strictly time-bound, date-specific digital admission privilege generated by the App as a QR code.

2. Legal Status and Facilitator Disclaimer

2.1 The Platform operates strictly as a Software-as-a-Service (SaaS) e-commerce marketplace platform and technology facilitator. The Platform provides digital matching infrastructure that enables Members to purchase Passes directly from independent Partner Venues.

2.2 Pricing Architecture: The price displayed on the App is the single, all-inclusive price payable by the Member for the Pass. It already includes the Partner Venue's chosen amount, the Platform's service commission, and payment-processing costs; no additional platform booking fee or surcharge is appended at checkout. The Partner Venue sets the amount it wishes to receive per Pass, and the Platform's commission and the payment gateway fees are added on top to form the listed price. The split is executed automatically by the payment gateway at the point of sale.

2.3 No Reseller Status: The Member explicitly acknowledges that the Platform is not a principal reseller of admission rights, is not an employer or partner of the Partner Venues, and exercises zero operational control over any physical premises, facilities, or venue security personnel.

2.4 Privity of Contract: Upon successful completion of a checkout event on the App, a binding commercial contract for service delivery and admission fulfillment is formed exclusively between the purchasing Member and the selected Partner Venue. The Platform is not a party to this contract.

3. Mandatory CPA Section 49 Disclosure and Acknowledgement

IMPORTANT NOTICE: BY REGISTERING AN ACCOUNT, TICKING A CHECKBOX, OR UTILISING THE APP, THE MEMBER EXPLICITLY ACKNOWLEDGES, UNDERSTANDS, AND AGREES TO THE CLAUSES SET OUT BELOW, WHICH LIMIT THE LIABILITY OF THE PLATFORM AND CONSTITUTE A FORFEITURE OF RIGHTS.

3.1 Strict Validity Windows and Spoilage: Every Pass purchased via the App is strictly time-bound and mapped exclusively to a defined calendar window, specific day, or precise 24-hour / 7-day operating frame. It is the sole, non-delegable responsibility of the Member to verify the operational hours, dress codes, age restrictions, and entry policies of the individual Partner Venue prior to purchase.

3.2 No-Show Forfeiture Policy: In accordance with Section 63 of the Consumer Protection Act (CPA) No. 68 of 2008, which exempts time-specific leisure, entertainment, and access booking services from standard voucher duration mandates, any Pass that is not validated or scanned via the App within its explicit active validity window will permanently expire. Upon expiry, the underlying inventory spoils completely, and 100% of the transaction funds are strictly and permanently forfeited by the Member.

3.3 Finality of Sales: The Member acknowledges that since their transaction is split in real-time, the Partner Venue receives their revenue share instantly. As a general rule, and save as set out in Clause 3.4 or as required by law, sales executed via the App are final. A Pass that expires unused is forfeited in full as set out in Clause 3.2.

3.4 Refunds and Disputes: Where a Partner Venue fails to honour a valid Pass, or in other circumstances the Platform considers appropriate or is required by law, the Platform may, in its discretion, process a refund of a Pass through the payment gateway. Where a refund is granted after the Partner Venue has already been paid, the corresponding amount is recovered from the Partner Venue. To request a refund or raise a dispute, contact support@clubhop.co.za with your pass reference; the Platform will review and respond. This clause does not limit any right the Member may have under the Consumer Protection Act.

3.5 Partner Venue House Rules and Operating Hours: Admission to any Partner Venue is strictly subject to that specific venue's house rules, dress codes, capacity limits, operating hours, seasonal closures, and security protocols. It is the sole responsibility of the Member to confirm the venue's specific opening and closing hours prior to purchasing a Pass or arriving at the premises. The Partner Venue's management retains the absolute right to refuse entry or eject any Member from the premises. Where entry is denied due to a violation of venue policies or arriving outside of operational hours, the Pass will be deemed spent and no refund will be issued.

3.6 Class-Based Venue Restrictions (Drop-In Limits): Where a Partner Venue operates primarily as a class-based or session-based facility (including but not limited to CrossFit, Yoga, Pilates, or specialised group-training studios), a purchased Pass grants the Member admission for one (1) single drop-in class or session on the selected date, subject to session availability upon arrival. It does not grant unlimited access to consecutive classes or multiple timed sessions throughout that day.

4. ECTA Statutory Exclusion

4.1 In accordance with Section 42(2)(j) of the Electronic Communications and Transactions Act (ECTA) No. 25 of 2002, the statutory 7-day cooling-off period and general right to cancel online transactions without reason or penalty is explicitly excluded for electronic transactions involving leisure, entertainment, booking, or access services where the provider undertakes to provide the service on a specific date or within a precise period.

5. Absolute Limitation of Liability and Indemnity

5.1 The Member utilizes the App and visits Partner Venues entirely at their own risk.

5.2 To the maximum extent permitted by South African law, the Platform, its directors, employees, and software developers shall not be liable for any direct, indirect, incidental, special, or consequential damages, losses, liabilities, or expenses of whatsoever nature arising from:

5.2.1 Any personal injury, medical emergency, physical trauma, illness, or death occurring on or about the premises of a Partner Venue;

5.2.2 Any loss, theft, damage, or destruction of personal property, vehicles, or items belonging to the Member while visiting a Partner Venue;

5.2.3 Any service failures, unexpected closures, overcrowding, discriminatory admission practices, or administrative errors perpetrated by the staff or management of a Partner Venue.

5.3 The Member hereby indemnifies and holds harmless the Platform against any and all civil claims, legal costs, or demands initiated by any third party arising directly or indirectly out of the Member's conduct, breach of this Agreement, or violation of a Partner Venue's house rules.

5.4 "As-Is" Availability: The App is provided on an "as-is" and "as-available" basis. The Company does not warrant that the Platform will be uninterrupted or error-free. The Company shall not be liable for any losses, missed access, or distress resulting from temporary server downtime, lack of mobile network connectivity, or software glitches at the point of entry.

6. Member Conduct, Intellectual Property, and Account Termination

6.1 Age Restrictions: Access to certain categories of Partner Venues (such as night clubs and bars) is strictly restricted to individuals aged 18 years or older. The App prohibits registration by any natural person under the age of 18 years. If a Member misrepresents their age during profile creation and is subsequently denied entry by a venue's security personnel, the Pass will be marked as an expired no-show and all funds will be forfeited.

6.2 Account Termination: The Platform retains the absolute right to suspend, terminate, or restrict a Member's account access immediately, without notice or liability, if the Member engages in fraudulent activities, card cloning, platform abuse, or behavior that violates the safety and dignity of Partner Venue staff or other patrons.

6.3 Intellectual Property: All software code, user interface designs, visual themes, trademarks, logos, copyrights, and database configurations utilized within the App are the exclusive property of the Company. Members are granted a limited, revocable, non-transferable license to utilize the app interface strictly for purchasing and displaying Passes.

6.4 Acceptable Use: The Member's use of the App is also governed by the ClubHop Acceptable Use Policy, available in the App and at clubhop.co.za/acceptable-use, which is incorporated into these Terms by reference.

7. Governing Law, Severability, and Right to Amend

7.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa, and any formal legal disputes shall be brought exclusively before the Magistrates' Court of South Africa.

7.2 Right to Amend: The Platform reserves the right to amend these Terms and Conditions at any time. Updated terms will be posted within the App, and continued use of the platform constitutes binding acceptance of the revised text.

7.3 Severability: If any clause or provision of this Agreement is found by a competent court to be invalid, unlawful, or unenforceable, that specific clause shall be severed from the remaining terms, which shall continue to remain fully valid and enforceable to the maximum extent permitted by law.

7.4 Domicilium Citandi et Executandi: The Company chooses its domicilium citandi et executandi for the service of all formal legal notices and processes at: 71b Justin Crescent, Eldoraign, Centurion.

ClubHop — Partner Venue Agreement

1. Definitions and Paystack Marketplace Delegation

1.1 "The Platform" means ClubHop (Pty) Ltd (Registration Number 2026/513029/07).

1.2 "Partner Venue" means the business entity digitally executing this Agreement.

1.3 "Paystack Network" means Paystack Payment Gateway South Africa, a licensed payment processor.

1.4 Accountable Institution Compliance: The Partner Venue acknowledges that to activate their listing on the App, they must successfully register, complete statutory Customer Due Diligence (CDD/KYC), and maintain an active merchant sub-account on the Paystack Network via the activation links provided by the Platform. Paystack holds the primary statutory obligation under the Financial Intelligence Centre Act (FICA) to verify the legal identity and banking details of the Partner Venue. The Platform will use automated software filters to hide any Partner Venue whose Paystack profile is reported as unverified or suspended.

2. Commission Structure and Local Gateway Fee Allocation

2.1 The Revenue Split Engine: For every digital Pass successfully sold for the Partner Venue via the App, Paystack's marketplace engine executes an instantaneous, real-time split of the transaction at the exact point of checkout, based on these parameters:

2.1.1 Partner Venue Receive Amount: The Partner Venue sets the amount it wishes to RECEIVE per Pass. The Platform grosses this amount up by its service commission and the payment-processing costs to form the listed price shown to Members. On a successful sale, the Partner Venue's chosen receive amount routes instantly into the Partner Venue's independent Paystack sub-account balance.

2.1.2 Platform Share: The Platform's service commission is the percentage of the Partner Venue's receive amount agreed upon during digital onboarding and recorded in the Partner's dashboard settings or onboarding schedule. This commission is added on top of the receive amount when forming the listed price. The Platform retains this commission plus the price-rounding difference from its own share of the split.

2.2 Gateway Fee Allocation: Because the listed price is grossed up to cover them, the standard Paystack processing fee for South African local transactions (2.9% plus R1.00, together with the statutory 15% VAT levied on that fee) is borne by the Platform out of its share, and NOT deducted from the Partner Venue's receive amount. The Partner Venue therefore receives its chosen amount in full on each sale.

3. Core Operational Duties and Pricing Autonomy

3.1 Admission Fulfillment: The Partner Venue undertakes a strict operational obligation to honor every valid, un-scanned App Pass presented at their door or reception within its explicit validity window. The Partner Venue shall treat App Members with the same dignity and access privileges as standard cash-paying customers.

3.2 Data Accuracy Mandate: The Partner Venue is solely responsible for ensuring its operating hours, class schedules, dress codes, event line-ups, and capacity limits are kept 100% accurate inside their platform management portal.

3.3 Pricing Autonomy: The Partner Venue retains complete autonomy over the amount it chooses to receive per Pass. However, the Partner Venue warrants that the resulting listed price on the App shall not exceed the retail price charged to walk-in customers at their physical facility for the identical access tier.

3.4 Women-Only Policies: Where a Partner Venue operates a women-only facility or session and elects to be surfaced under the App's women-only discovery filter, the Partner Venue warrants that such policy is lawful under the Promotion of Equality and Prevention of Unfair Discrimination Act (PEPUDA) and all applicable law. The App is a discovery tool only and does not verify or enforce a Member's gender at purchase; the Partner Venue remains solely responsible for lawful admission and door enforcement, and indemnifies the Platform against any claim arising from its women-only policy or its enforcement.

3.5 Acceptable Use: The Partner Venue's use of the App is also governed by the ClubHop Acceptable Use Policy (available in the App and at clubhop.co.za/acceptable-use), which is incorporated into this Agreement by reference.

3.6 Anti-Discrimination Liability: The Partner Venue warrants that it will not unfairly discriminate against any Member on any ground protected by the Promotion of Equality and Prevention of Unfair Discrimination Act (PEPUDA) or the Constitution, including race, gender, sexual orientation, religion, disability, or political affiliation. The Partner Venue assumes 100% of the legal and financial liability for any claim, complaint, or proceeding brought before the Equality Court, a human rights tribunal, or any other forum arising from its admission practices or conduct, and fully indemnifies the Platform against any such claim.

3.7 Data Isolation and Privacy: The App's scanning framework is engineered to validate admission via date-locked barcodes without exposing identifiable Member personal information to venue staff at the point of entry. The Partner Venue shall not harvest, copy, or request identifiable personal information (such as full names, ID numbers, or contact details) from Members at the point of entry, unless independently required for the Partner Venue's own statutory health-and-safety or security registers, in which case the Partner Venue processes that information as a separate, independent responsible party under POPIA.

4. SARS Compliant Recipient-Created Invoicing

4.1 In accordance with the South African Revenue Service (SARS) Binding General Ruling (VAT) No. 15, the parties implement a Recipient-Created Invoicing framework. The Partner Venue explicitly authorizes the Platform to auto-generate supplier statements and invoices on behalf of the Partner Venue based entirely on verified automated system transaction logs.

4.2 The Tax Classification Logic Paths: The Partner Venue must accurately declare its tax status during onboarding, causing the software script to execute one of two distinct accounting document pathways:

4.2.1 VAT-Registered Partner Workflow: If the Partner Venue provides an active SARS VAT registration number, the software script shall auto-generate a document explicitly titled "Recipient-Created Tax Invoice". This document will break down the gross sales, display the 15% VAT allocation, account for the platform commission deduction, and state the final settlement. The Partner Venue agrees not to issue a duplicate manual tax invoice to the Platform for these transactions.

4.2.2 VAT-Unregistered Partner Workflow: If the Partner Venue is a small business or sole proprietor not registered for VAT, the software script shall auto-generate a document explicitly titled "Recipient-Created Commercial Statement of Account". This document will record all pass splits with VAT displayed at 0% / No VAT.

4.3 Tax Data Maintenance and Indemnity: The Partner Venue bears a strict, continuous obligation to ensure that its company legal name, physical address, and SARS VAT registration status are kept 100% accurate and up to date within the platform management portal. If the Partner Venue fails to update these details immediately upon any change in tax status, or provides a fraudulent or incorrect VAT number, the Partner Venue assumes full liability for any resulting incorrect tax documentation, tax penalties, interest, or claims, and fully indemnifies the Platform against any loss, penalty, or SARS assessment arising from the inaccurate or outdated information.

5. Chargeback Indemnities and Account Offset Checks

5.1 The Partner Venue assumes 100% legal and financial liability for any formal credit card chargebacks, bank disputes, or payment reversals initiated by consumers due to venue-side service failures, unexpected closures, denied entry, or premises incidents.

5.2 The Master Account Deficit Shield: The Partner Venue acknowledges that if a consumer logs a successful bank dispute, Paystack's system architecture may automatically pull the refunded sum from the Platform's master merchant balance if the Partner Venue's sub-account contains insufficient funds.

5.3 The Offset Enforcement Rule: To shield the Platform from financial deficits, the Partner Venue hereby grants the Platform an irrevocable right to apply an automated financial offset. The Platform's software script is authorized to deduct any outstanding chargeback amounts, bank penalty fees, or administrative dispute costs directly from any of the Partner Venue's future transaction pools until the debt is recovered. If no future transaction volume occurs within 14 business days of a deficit event, the Partner Venue shall immediately clear the debt via a manual EFT into the Platform's corporate bank account upon receipt of a written demand.

5.4 Paystack Settlement Isolation: The Platform is a software facilitator and is NOT a bank, deposit-taking institution, e-money issuer, or wallet provider. All funds are held, moved, and settled by the Paystack Network. The Platform shall not be liable for any settlement delay, payout hold, account freeze, reserve, or regulatory action imposed on the Partner Venue's Paystack sub-account by Paystack, its sponsoring bank, or any regulator; any such matter must be resolved by the Partner Venue directly with Paystack.

6. Exclusive Premises Liability, Term, and Offboarding

6.1 Exclusive Premises Liability: The Partner Venue remains the sole principal operator of its physical space and assumes absolute liability for on-site operations. The Partner Venue warrants that its premises comply fully with all municipal bylaws, occupational health and safety regulations, liquor licensing restrictions, and public liability insurance requirements. The Partner Venue fully indemnifies, defends, and holds harmless the Platform against any civil actions, lawsuits, personal injury claims, damages, or regulatory fines arising directly from a Member's presence at the Partner Venue.

6.2 Term and Termination: This Agreement shall commence on the date of digital execution and continue indefinitely until terminated by either party giving 30 (thirty) days written notice via email.

6.3 Offboarding Obligations for Outstanding Passes: In the event that either party issues a termination notice, the Partner Venue is contractually mandated to continue honoring and scanning every valid, un-expired App Pass purchased prior to the date of notice. If the Partner Venue leaves the platform immediately and refuses to honor outstanding passes, the Platform will trigger automated Paystack refunds to the affected users, and the full cost of those refunds shall be forcefully clawed back from the Partner Venue via the Account Offset mechanism detailed in Clause 5.3.

7. Governing Law, Dispute Resolution, and Severability

7.1 Governing Law and Dispute Resolution: This Agreement shall be governed exclusively by the laws of the Republic of South Africa. Any formal legal disputes that cannot be settled amicably within 14 days of written notice shall be referred to private arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). The arbitrator shall have the explicit authority to award legal costs, and the unsuccessful party shall bear the full costs of the arbitration proceedings, including the successful party's legal fees on an attorney-and-own-client scale, unless the arbitrator directs otherwise on equitable grounds.

7.2 If any clause of this Agreement is found by a competent court or arbitrator to be invalid or unenforceable, that specific clause shall be severed, and the remaining provisions shall continue to bind the parties with full legal force.