BETA by Chalk Technologies OÜ

Terms and Conditions
Chalk Technologies OÜ | Ahtri tn 12, Tallinn 10151, Estonia | VAT EE102462465 | DUNS 497093027

Effective Date: April 2026

1. DEFINITIONS

In these Terms, the following defined terms apply:

"BETA" means the software-as-a-service platform and brand operated by Chalk Technologies OÜ, available across the following subscription tiers: Routesetter, Club, Community, Business, Enterprise, and Custom. References to legacy tier names (BETA Pro, BETA Plus) in earlier agreements remain valid and shall be read as references to the applicable current tier.

"Chalk Technologies", "we", "us", "our" means Chalk Technologies OÜ, a private limited company registered in Estonia (registration number 16391126), VAT EE102462465, with registered address at Ahtri tn 12, Tallinn 10151, Estonia.

"Attendee" means an individual (including a minor whose profile is managed by a guardian) who attends a Facility that uses the BETA platform, is registered through the platform, or interacts with it remotely. Attendee excludes Facility employees and agents acting within their employment scope.

"Business Customer" or "Client" or "Gym" means any legal entity that enters into a Subscription with Chalk Technologies to use the BETA platform for business purposes.

"Consumer" or "End User" means a natural person who uses the consumer-facing features of the BETA platform (including the BETA climbing app) for purposes outside their trade, business, or profession.

"Custom Development" means any bespoke software feature, integration, or product developed by Chalk Technologies for a Client pursuant to a Statement of Work.

"Data Processing Agreement" or "DPA" means the terms in Schedule 1 governing Chalk Technologies's processing of Personal Data on behalf of Business Customers.

"GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation) and implementing legislation.

"Order Form" means the signed document specifying the Subscription tier, fees, onboarding timeline, and any special terms agreed between Chalk Technologies and a Business Customer.

"Participant Forms" means the BETA platform's digital form tool for creating, distributing, capturing, and storing participant forms, including acknowledgements of risk, conditions of use, basic information capture, and signature forms. Also referred to in some jurisdictions and by some gym operators as a "waiver", "liability waiver", or "Acknowledgement of Risk (AOR)" — the platform product name is Participant Forms.

"Payment Processor" means any third-party payment processing service integrated with the BETA platform, including Adyen, Clover, Dojo, GoCardless, Stripe, SumUp, and Square.

"Personal Data" has the meaning given in the GDPR.

"Platform" means the BETA software-as-a-service system comprising the point-of-sale module, payment processing integration layer, Participant Forms tool, event and membership management tools, analytics dashboard, and consumer-facing application, as updated from time to time.

"Services" means all features and functionality provided through the Platform.

"Statement of Work" or "SOW" means a written agreement between the parties describing the scope, fees, and delivery terms for Custom Development or Transition Assistance.

"Subscription" means a paid or trial licence granted to a Business Customer to access the Platform under a defined tier.

"Transaction" means any payment initiated through the Platform via a Payment Processor.

2. ABOUT THESE TERMS

2.1 These Terms govern access to and use of the BETA Platform by all users. Please read them carefully.

2.2 Business Customers: By signing an Order Form or clicking "I agree", you confirm you have authority to bind your business and accept these Terms on its behalf.

2.3 End Users: By downloading the BETA app or creating an account, you agree to these Terms. If you do not agree, you must not use the Platform.

2.4 These Terms are governed by Estonian law. Where you are a Consumer resident in the EU, you retain all mandatory rights under EU consumer protection law which these Terms cannot override.

2.5 We may update these Terms. We will give Business Customers 30 days' written notice of material changes, and in-app or email notice to End Users. Continued use after the effective date constitutes acceptance. If changes are not acceptable, Business Customers may terminate as set out in clause 14.

2.6 Where there is a conflict between these Terms and any Order Form, the Order Form prevails.

3. ACCOUNT REGISTRATION & ACCESS

3.1 Business Customers must register an account and provide accurate, complete, and current business information, including business name, registered address, and VAT or company registration number.

3.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity conducted through your account. Notify us immediately at support@sendmoregetbeta.com of any unauthorised access or suspected breach.

3.3 Chalk Technologies may suspend or terminate accounts where: (a) registration information is materially false; (b) fraudulent or unauthorised use is suspected; (c) payment obligations are not met; or (d) these Terms are materially breached.

3.4 Business Customers may create sub-accounts for authorised staff. The Business Customer is fully responsible for their staff's use of and compliance with the Platform.

4. THE PLATFORM & PAYMENT PROCESSING

4.1 Chalk Technologies provides the BETA Platform comprising: (a) point-of-sale functionality; (b) payment processing integration with third-party Payment Processors; (c) event, course, and membership management tools; (d) the Participant Forms tool; (e) analytics and reporting tools; and (f) a consumer-facing application for End Users.

4A. PAYMENT PROCESSING DISCLAIMER

4.2 Chalk Technologies is a technology platform provider. We are not a payment processor, acquiring bank, financial institution, or payment service provider. Chalk Technologies acts as a technology intermediary only, routing Transactions to your chosen Payment Processor. We do not hold, collect, settle, or control funds.

4.3 All payment processing is governed exclusively by the separate terms and conditions of your chosen Payment Processor. Chalk Technologies has no liability for: (a) Transaction declines or failures; (b) settlement timing or delays; (c) disputes, chargebacks, or fraud losses; or (d) changes to Payment Processor fees, terms, or availability.

4.4 Business Customers must maintain their own valid agreements with their chosen Payment Processor(s). Chalk Technologies's integration does not create any commercial relationship between Chalk Technologies and your Payment Processor, or between Chalk Technologies and your customers' banks.

4.5 Chalk Technologies does not store full payment card numbers, CVV codes, or sensitive authentication data. Payment card data is processed directly by Payment Processors in compliance with PCI-DSS standards.

4.6 Chalk Technologies will use reasonable efforts to maintain integrations with supported Payment Processors. We will provide 90 days' written notice to Business Customers before removing support for a Payment Processor, unless removal is required urgently for security or legal reasons.

4B. PARTICIPANT FORMS

4.7 The BETA Participant Forms tool (also referred to in some jurisdictions or by some operators as a waiver, liability waiver, Acknowledgement of Risk (AOR), or Conditions of Use) is a technology facilitation service only. It provides digital form creation, distribution, capture (including signature where applicable), and storage functionality. Chalk Technologies does not: (a) provide legal advice on form content or legal enforceability; (b) guarantee that any form created or signed through the tool will be enforceable under applicable law; or (c) review the legal adequacy of any Client form.

4.8 Business Customers are solely responsible for drafting, maintaining, and ensuring the legal validity and enforceability of their Participant Forms, in consultation with their own legal counsel. Chalk Technologies shall have no liability for any claim arising from the legal inadequacy or unenforceability of a Client's Participant Form, or from a failure of the tool to capture a form due to user error or device failure.

4.9 Business Customers may edit and amend Participant Forms at any time. Any amendments take effect for future signatories only. Previously signed forms are permanently recorded at the version in force at the time of signing and cannot be retroactively amended or backdated. Chalk Technologies provides tools to bulk-expire previous form versions — the decision to use this functionality is at the Business Customer's sole discretion. Chalk Technologies accepts no liability for any legal or operational consequence of a Business Customer's decision to expire or retain prior form versions.

4.10 Participant Forms and Special Category/Input field Data: Business Customers must not use the Participant Forms tool to collect special category data (as defined under GDPR Art. 9(1)), including health or medical information, without first establishing and documenting a valid legal basis under GDPR Art. 9(2). Where a Business Customer elects to collect health data or medical information through Participant Forms, the Business Customer is the data controller solely responsible for: (a) obtaining explicit consent or establishing another applicable Art. 9(2) basis; (b) informing Attendees that health data is being collected and the purpose; and (c) implementing appropriate security measures. Chalk Technologies processes such data as data processor only, on the Business Customer's documented instructions.

5. FEES & PAYMENT

5.1 Subscription fees are as set out in the applicable Order Form or BETA's published pricing page at www.sendmoregetbeta.com/pricing.

5.2 Invoices are issued according to the agreed billing cycle (monthly or annual). Payment is due within 14 days of the invoice date by bank transfer to the details provided on the invoice.

5.3 Annual subscriptions benefit from a 10% discount. Where a Business Customer upgrades an annual subscription to a higher tier, they are billed for an additional 12 months at the new tier price; unused value from the lower tier is credited against the upgrade cost, and the billing period restarts from the upgrade date.

5.4 Chalk Technologies may change fees on 60 days' written notice. If fee changes are not acceptable, you may terminate before the new fees take effect without penalty.

5.5 Overdue invoices accrue interest at 8% per annum above the European Central Bank base rate from the due date until payment, without prejudice to any other remedy.

5.6 If payment is not received within 15 days of the due date, a late fee of 5% of the outstanding amount applies. If payment remains outstanding after 30 days, the late fee increases to 15% of the outstanding amount.

5.7 Chalk Technologies may suspend access to the Platform if fees remain unpaid for more than 30 days after the due date. To reinstate the service, all outstanding fees and late fees must be settled. A reactivation fee may apply at Chalk Technologies's discretion, taking into account the scope of reactivation required.

5.8 Data migration of existing Client records to BETA is not included in the Subscription and is subject to a separate migration fee: €500 for Club and Community tier Clients; €300 for Business tier Clients; no migration fee for Enterprise and Custom tier Clients.

5.9 Additional training sessions beyond what is included in the Client's tier are available at €300 per session. Any pre-approved travel expenses incurred by Chalk Technologies in connection with onboarding will be reimbursed by the Client.

5.10 All fees are exclusive of VAT or other applicable taxes, which will be added where required by law. The Client is solely responsible for determining and remitting all applicable taxes on its own transactions, and releases Chalk Technologies from any liability in this regard.

5.11 Invoice Disputes: Business Customers must notify Chalk Technologies in writing of any dispute regarding an invoice no later than the invoice due date. A dispute notice must specify the disputed amount and the reason for the dispute. Failure to notify within this period constitutes acceptance of the invoice as accurate and due, and the Business Customer waives any right to dispute that invoice thereafter. Raising a dispute does not suspend the obligation to pay the undisputed portion of the invoice.

6. SUBSCRIPTION TIERS & OVERAGES

6.1 The BETA Platform is offered across multiple subscription tiers (Routesetter, Club, Community, Business, Enterprise, Custom), each with defined feature limits as published at www.sendmoregetbeta.com/pricing.

6.2 Usage limits (such as Participant Form volumes, transactional emails, and event templates) are soft limits. Chalk Technologies will not automatically block or suspend the Client for occasional overuse.

6.3 Where a Client's usage consistently exceeds their tier limit by more than 30% in aggregate across multiple consecutive months, Chalk Technologies will notify the Client in writing and invite an upgrade to an appropriate tier. If the Client does not upgrade or reduce usage within 30 days of such notice, Chalk Technologies may enforce the tier limits or, at its discretion, apply a supplementary charge at rates published at the time.

6.4 Chalk Technologies is not liable for any service limitation experienced as a result of a Client operating beyond their tier limits.

7. INTELLECTUAL PROPERTY

7.1 Chalk Technologies retains all intellectual property rights in the BETA Platform, including all software, code, algorithms, documentation, design, trade marks, and know-how.

7.2 Chalk Technologies grants Business Customers a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription term, solely for the purposes permitted under these Terms.

7.3 All Custom Development — including bespoke features, integrations, or modules built by Chalk Technologies under a Statement of Work — is and remains the exclusive intellectual property of Chalk Technologies OÜ, regardless of who requested or funded the development. The Client receives a licence to use such Custom Development as part of their Subscription; no title transfers to the Client unless expressly agreed in writing.

7.4 You retain ownership of all data, content, and information you upload to the Platform ("Your Data"). You grant Chalk Technologies a limited licence to process Your Data to provide the Services and, in anonymised or aggregated form only, to improve the Platform.

7.5 You must not: (a) reverse-engineer, decompile, or disassemble the Platform or any component thereof; (b) copy or create derivative works based on the Platform; (c) sublicence, resell, or transfer access; or (d) use the Platform to build a competing product or service.

7.6 Documentation and Content: All materials published by Chalk Technologies, including help articles, onboarding guides, user manuals, API documentation, training materials, and marketing content (collectively, "BETA Documentation"), are the exclusive intellectual property of Chalk Technologies OÜ and are protected by copyright. You may use BETA Documentation solely for the purpose of operating the BETA Platform. You must not: (a) reproduce, copy, or redistribute BETA Documentation in whole or in part without written consent; (b) use BETA Documentation as training data for AI models or to develop competing products or documentation; or (c) frame or link to BETA Documentation in a manner that implies ownership or affiliation.

7.7 Prohibition on AI-Assisted and Automated Copying: Using the BETA Platform, its documentation, or any materials derived from the Platform — whether accessed directly, through AI-assisted code generation tools, or through automated means — to develop, replicate, or refine competing software products or services is strictly prohibited. Any systematic extraction of data, content, logic, or user interface patterns from the Platform (including through scraping, crawling, or reverse engineering) without prior written consent from Chalk Technologies constitutes infringement of Chalk Technologies's copyright and database rights and may give rise to legal proceedings.

7.8 Access Control and Hardware-Integrated Software: Chalk Technologies's access control software, including any software components designed to integrate with physical turnstile or gate hardware, forms part of the BETA Platform and remains the exclusive intellectual property of Chalk Technologies OÜ. Business Customers receive a licence to use such software during the Subscription term only. Any hardware arrangements, including supply, installation, and maintenance of physical equipment, will be governed by a separate Order Form or Statement of Work.

7.9 Feedback Licence: Business Customers may from time to time provide suggestions, ideas, feature requests, feedback, or other input regarding the Platform ("Feedback"). By submitting Feedback, the Business Customer grants Chalk Technologies a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and commercialise such Feedback in any manner and without restriction or compensation. For the avoidance of doubt: (a) submission of Feedback does not obligate Chalk Technologies to develop, implement, or release any feature or change; (b) where Chalk Technologies does develop a feature based on or inspired by Feedback, Chalk Technologies retains sole discretion over which subscription tier that feature is made available on, whether it is included within an existing tier or offered as an additional chargeable module, and the timing of any release; and (c) a Business Customer whose Feedback informed a feature has no entitlement to that feature at no cost or at their current subscription tier. Nothing in this clause transfers ownership of the Business Customer's Confidential Information.

7.10 Logo and Brand Use: Chalk Technologies may wish to reference Business Customers' trading names and/or logos for marketing and promotional purposes, including on our website, in case studies, and in sales materials. Chalk Technologies will seek the Business Customer's express written permission before doing so. Business Customers may grant or withhold permission at their discretion, and may revoke any previously granted permission at any time by written notice to legal@sendmoregetbeta.com.

8. CONFIDENTIALITY

8.1 Each party may disclose non-public information to the other in connection with the Platform ("Confidential Information").

8.2 Each party agrees to: (a) keep the other's Confidential Information confidential using at least the same degree of care it uses for its own (and no less than reasonable care); (b) use it only for the purposes of these Terms; and (c) not disclose it to third parties without prior written consent.

8.3 These obligations do not apply to information that is: (a) publicly available through no fault of the recipient; (b) independently developed; (c) lawfully obtained from a third party without restriction; or (d) required to be disclosed by law or court order (with prompt notice given where lawful).

8.4 These obligations survive termination for five (5) years.

9. DATA PROTECTION

9.1 Both parties must comply with the GDPR and all applicable data protection legislation in connection with their use of the Platform.

9.2 Roles: (a) For Personal Data relating to Business Customer staff and gym operations processed on the Platform: the Business Customer is the data controller; Chalk Technologies is the data processor. (b) For Personal Data relating to End Users processed through the consumer app: Chalk Technologies acts as data controller in accordance with its Privacy Policy. (c) Where both parties jointly determine the purposes of processing, they may be joint controllers and will agree a suitable arrangement.

9.3 Where Chalk Technologies processes Personal Data on behalf of the Business Customer as data processor, the terms of Schedule 1 (Data Processing Agreement) apply and are incorporated into these Terms.

9.4 Chalk Technologies's Privacy Policy, available at www.sendmoregetbeta.com/privacy-policy, explains how Chalk Technologies processes End User Personal Data as controller.

9.5 By entering into these Terms, Business Customers provide written authorisation for Chalk Technologies to engage the sub-processors listed in Schedule 2. Chalk Technologies will give 30 days' notice of any intended changes to sub-processors, during which Business Customers may object on reasonable grounds. Where a Business Customer's objection cannot be resolved within 30 days, the Business Customer may terminate their Subscription without penalty. Chalk Technologies will provide a pro-rata refund of prepaid fees for the unused Subscription term in this circumstance. This is the only circumstance in which such a refund is automatically due.

9.6 Chalk Technologies will maintain appropriate technical and organisational security measures to protect Personal Data and will notify Business Customers of any Personal Data breach affecting their data within 72 hours of becoming aware, where required by the GDPR.

10. SUPPORT & SERVICE LEVELS

10.1 Chalk Technologies provides support via support@sendmoregetbeta.com. Priority classification is determined solely by Chalk Technologies, based on the nature and impact of the issue reported.

10.2 Target response times (not resolution times) are:

High priority (issues preventing normal business operations, e.g. full platform inaccessibility): within 8 business hours

Medium priority (significant reduction in efficiency requiring workarounds in key workflows): within 48 hours

Low priority (issues that do not significantly impede operations): within 5 working days

10.3 These are response targets only. Chalk Technologies does not guarantee resolution within these timeframes but will use commercially reasonable efforts to resolve issues promptly.

10.4 Scheduled maintenance will be notified in advance where possible and will be conducted outside usual business hours to minimise disruption. Updates are tested in development and staging environments for at least 24 hours before production release, except in the case of urgent security patches.

10.5 Third-party integrations (including Payment Processor integrations) are subject to the uptime and availability terms of the respective third party, which are outside Chalk Technologies's control.

10.6 Chalk Technologies shall not be liable for any service unavailability, data access interruption, or performance degradation caused by or arising from the failure, unavailability, or degraded performance of third-party infrastructure or services upon which the Platform depends — including but not limited to cloud hosting providers, database services (such as Firebase or equivalent), CDN providers, authentication services, or Payment Processor APIs. Chalk Technologies will use reasonable efforts to notify affected Business Customers promptly and to restore service once such third-party issues are resolved.

10.7 Data Backup Responsibility: Business Customers are responsible for maintaining their own independent backups of all data uploaded to or generated on the Platform. Chalk Technologies provides data export functionality within the BETA dashboard as a convenience; regular use of these export tools is the Business Customer's sole responsibility. Chalk Technologies's own backup procedures are designed for platform disaster recovery purposes only and do not constitute a substitute for Client-side data management. Chalk Technologies is not liable for data loss arising from a Business Customer's failure to maintain adequate independent backups.

11. WARRANTIES

11.1 Chalk Technologies warrants that: (a) it has the right to provide the Services; (b) the Platform will perform materially in accordance with its documentation under normal use; and (c) it will maintain commercially reasonable information security measures.

11.2 Except as in clause 11.1, the Platform is provided "as is" and Chalk Technologies excludes all other warranties, representations, and conditions, whether express, implied, or statutory, to the fullest extent permitted by applicable law.

11.3 Chalk Technologies does not warrant that: (a) the Platform will be uninterrupted or error-free; (b) all defects will be corrected; or (c) the Platform will meet your specific requirements.

11.4 Nothing in this clause affects the statutory rights of Consumers that cannot lawfully be excluded under applicable EU law, including Directive (EU) 2019/770 on digital content and services.

11.5 Service Suitability: BETA's analytics, reporting, and custom query tools provide data and insights based on the data uploaded by Business Customers. These outputs are for informational purposes only. Chalk Technologies does not provide business, financial, legal, operational, or strategic advice through the Platform, and nothing in the Platform's outputs constitutes or should be relied upon as professional advice of any kind. Business Customers are responsible for independently verifying all data outputs and for all decisions made in reliance on them. Chalk Technologies is not liable for any decision or action taken by a Business Customer based on Platform-generated data or reports.

12. LIMITATION OF LIABILITY

12.1 UNCAPPED LIABILITY: Nothing in these Terms limits or excludes Chalk Technologies's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; or (d) any other liability that cannot be limited under applicable law, including mandatory EU consumer rights.

12.2 CAP FOR BUSINESS CUSTOMERS: Subject to clause 12.1, Chalk Technologies's total aggregate liability to a Business Customer for all claims in any rolling 6-month period shall not exceed the total fees paid or payable by the Business Customer to Chalk Technologies in the 6 calendar months immediately preceding the claim, subject to a minimum floor of €1,000.

12.3 CAP FOR END USERS (CONSUMERS): Subject to clause 12.1, and to the extent permitted by mandatory EU consumer law, Chalk Technologies's liability to an End User shall not exceed €250 per claim or series of connected claims. Indirect or consequential losses are excluded.

12.4 EXCLUDED LOSSES (ALL USERS): To the fullest extent permitted by law, Chalk Technologies shall not be liable for: (a) loss of profits or revenue; (b) loss of business or contracts; (c) loss of anticipated savings; (d) loss of goodwill; (e) data loss beyond what can be recovered using standard back-up procedures; or (f) indirect, special, or consequential loss. These exclusions do not apply to the extent unenforceable under mandatory applicable law.

12.5 PAYMENT PROCESSOR LOSSES: Chalk Technologies has no liability whatsoever for losses arising from acts, omissions, or failures of Payment Processors, including Transaction declines, settlement failures, settlement delays, fraud, or chargebacks.

12.6 The parties acknowledge that the liability limitations in this clause reflect a reasonable allocation of risk given the commercial context and the subscription fees charged.

12.7 ABSOLUTE AGGREGATE CEILING: Notwithstanding clauses 12.2 and 12.3, and in all circumstances whatsoever, the total aggregate liability of Chalk Technologies to any single Business Customer across all claims and all subscription terms combined shall not exceed €25,000 (twenty-five thousand euros), except where such a ceiling would be unenforceable under mandatory applicable law.

13. INDEMNIFICATION

13.1 Business Customer shall defend, indemnify, and hold harmless Chalk Technologies against all claims, losses, damages, and reasonable legal costs arising from: (a) Business Customer's material breach of these Terms; (b) Business Customer's breach of its agreement with its Payment Processor; (c) claims by End Users or third parties relating to the Business Customer's own goods, services, or conduct (as distinct from Platform failures); (d) the content, legal adequacy, or enforcement of any Participant Form created by the Business Customer; or (e) Business Customer's breach of applicable law.

13.2 Chalk Technologies shall indemnify Business Customers against third-party claims that the Platform, as provided by Chalk Technologies, infringes a third party's intellectual property rights, provided the Business Customer: (a) promptly notifies Chalk Technologies; (b) gives Chalk Technologies sole control of the defence; and (c) provides reasonable co-operation. This obligation does not apply to infringement arising from modifications made by the Business Customer.

14. CANCELLATION & TERMINATION

14.1 These Terms commence on the date of execution of the Order Form and continue for the term specified therein.

14.2 Subscriptions are non-cancellable mid-term. To cancel at the end of a subscription term, the Business Customer must provide written notice at least 30 days before the renewal date. Without such notice, the subscription will automatically renew under the same terms.

14.3 Either party may terminate immediately on written notice if the other: (a) commits a material breach and fails to remedy it within 14 days of written notice; or (b) becomes insolvent, enters administration, or equivalent insolvency proceedings.

14.4 Chalk Technologies may suspend or terminate access to the Platform immediately for: (a) suspected fraud; (b) material breach of the Acceptable Use provisions in clause 16; or (c) a direction from a Payment Processor, regulator, or law enforcement authority.

14.5 Data and Access on Termination: On termination or expiry of these Terms: (a) all licences cease immediately; (b) Business Customer data is retained for a 30-day export window, during which the Business Customer is responsible for downloading all data and information they require from the BETA dashboard using the available export tools. The Business Customer must continue to pay any applicable subscription fees during this 30-day period; (c) after the 30-day export window, dashboard access will be permanently disabled and retained data will be deleted. Chalk Technologies is not responsible for any loss of data arising from the Business Customer's failure to export within this window.

14.6 Notwithstanding clause 14.5, data subject rights under the GDPR (including rights of access, erasure, and portability) continue to apply after termination. Chalk Technologies will respond to valid data subject requests in accordance with applicable law regardless of the status of the Business Customer's subscription.

14.7 Subscription fees are non-refundable in all circumstances, including where a Business Customer terminates early, is suspended, or is terminated by Chalk Technologies for breach of these Terms or misuse of the Platform. Where Chalk Technologies terminates a Subscription without cause under clause 14.3(a), any refund of prepaid fees shall be at Chalk Technologies's sole discretion.

14.9 Following termination, Chalk Technologies will provide reasonably requested transition assistance under a separately agreed SOW at its then-current rates.

14.10 Competitor Transition Clause: Chalk Technologies reserves the right to terminate a Subscription with 30 days' written notice where Chalk Technologies has reasonable grounds to believe that the Business Customer has executed a contract with, or is actively transitioning to, a direct competitor of Chalk Technologies. Any refund of prepaid fees in such circumstances shall be at Chalk Technologies's sole discretion. This clause does not restrict Business Customers from evaluating alternative software.

15. CONSUMER RIGHTS (END USERS)

This section applies to End Users who are Consumers — natural persons acting outside their trade, business, or profession.

15.1 If you are a Consumer resident in the EU, you have rights under EU law that these Terms cannot override, including rights under the Consumer Rights Directive (2011/83/EU) and the Digital Content Directive (2019/770/EU).

15.2 Right of Withdrawal: Where you purchase a subscription through the BETA app, you have the right to withdraw within 14 days of purchase. By starting to use the digital service before the end of this period, you expressly consent to immediate performance and acknowledge you lose the right of withdrawal once the service is fully performed.

15.3 Conformity: Digital services must conform to the contract. If a defect exists at the time of supply, you have rights to remedy, price reduction, or termination under Directive (EU) 2019/770.

15.4 To exercise any rights or raise a complaint, contact support@sendmoregetbeta.com. We aim to respond within 5 business days.

15.5 The European Commission provides an Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. Our ODR contact email is legal@sendmoregetbeta.com.

16. ACCEPTABLE USE

16.1 You must not use the Platform to: (a) process Transactions for illegal goods or services; (b) circumvent or abuse Payment Processor rules; (c) upload malicious code or conduct security attacks; (d) violate any applicable law or third-party right; or (e) impersonate others or provide materially inaccurate information.

16.2 Breach of this clause may result in immediate suspension or termination under clause 14.4.

17. REFERRAL PROGRAMME

17.1 Chalk Technologies operates an optional referral programme under which Business Customers may refer other gyms to the BETA Platform. Details are set out in the applicable referral terms communicated at the time of referral.

17.2 Referral rewards (currently: a 10% discount for the referred gym and a 10% commission on the referred gym's fees up to a maximum of €200 per referral) are subject to change at Chalk Technologies's discretion with 30 days' notice.

17.3 Referral commissions are paid only where the referred gym successfully onboards with BETA. Any commission paid to a Business Customer may be subject to tax in the Business Customer's jurisdiction; the Business Customer is solely responsible for reporting and paying such taxes.

17.4 The referral programme does not create an agency, franchise, or commercial intermediary relationship between Chalk Technologies and the referring Business Customer.

18. GENERAL PROVISIONS

18.1 Entire agreement. These Terms (together with any Order Form and Schedules) constitute the entire agreement between the parties relating to the Platform and supersede all prior representations and agreements.

18.2 Severability. If any provision is found invalid, it shall be modified to the minimum extent necessary to make it enforceable; the remainder continues in full force.

18.3 Waiver of rights. Failure to enforce any provision does not constitute a waiver of that right.

18.4 Assignment. Chalk Technologies may assign these Terms to a successor entity on 30 days' notice. Business Customers may not assign without Chalk Technologies's prior written consent.

18.5 Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control (including natural disasters, governmental acts, cyberattacks, telecoms failures, or the failure of third-party infrastructure providers), provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

18.6 Notices. Legal notices to Chalk Technologies: legal@sendmoregetbeta.com. Notices to Business Customers: the email address on the account.

18.7 No agency. Nothing in these Terms creates an agency, partnership, or employment relationship.

18.8 Third-party rights. These Terms do not confer rights on any third party.

18.9 Costs of collection. The Client agrees to reimburse Chalk Technologies for all reasonable legal costs incurred in collecting overdue amounts, including attorneys' fees and expenses.

18.10 Anti-bribery and Anti-corruption. Each party shall: (a) comply with all applicable anti-bribery and anti-corruption legislation, including the relevant provisions of the Estonian Criminal Code and, to the extent applicable, the UK Bribery Act 2010 and any other applicable jurisdiction's laws; (b) not offer, promise, give, request, agree to receive, or accept any financial or other advantage intended to improperly influence a business decision in connection with these Terms; and (c) maintain adequate policies, controls, and due diligence procedures to prevent bribery and corruption within its organisation. Either party may terminate immediately on written notice if the other party is found to have materially breached this clause.

19. GOVERNING LAW & DISPUTE RESOLUTION

19.1 These Terms are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to conflict of law provisions.

19.2 In the event of a dispute, the parties will first attempt resolution through good-faith negotiation. Either party may escalate by written notice, after which the parties have 30 days to negotiate before commencing formal proceedings.

19.3 For Business Customers: subject to clause 19.2, the parties submit to the exclusive jurisdiction of the courts of Estonia.

19.4 For Consumers: nothing in clause 19.3 prevents a Consumer from bringing proceedings in the courts of their country of habitual residence within the EU.

20. ARTIFICIAL INTELLIGENCE (AI) & AUTOMATED FEATURES

20.1 Chalk Technologies may offer AI-powered features including but not limited to business intelligence, automated recommendations, demand forecasting, and member analytics. Where such features are made available, they will be clearly identified within the Platform.

20.2 AI-generated outputs are for informational purposes only. They do not constitute professional advice and should not be the sole basis for business, financial, or operational decisions. Chalk Technologies is not liable for losses arising from reliance on AI-generated content.

20.3 Where Chalk Technologies uses automated processing that produces outputs having significant effects on End Users or Attendees (for example, affecting access rights or pricing), this will be disclosed in the Privacy Policy and users will have the right to request human review under GDPR Art. 22.

20.4 BETA's AI features are designed to operate within the risk categories defined by Regulation (EU) 2024/1689 (EU AI Act). Chalk Technologies will maintain appropriate technical documentation and transparency obligations as required by applicable law.

SCHEDULE 1: DATA PROCESSING AGREEMENT

S1.1 Scope: This DPA applies where Chalk Technologies processes Personal Data on behalf of the Business Customer as data processor in connection with the Services.

S1.2 Subject matter and duration: Processing covers gym management, POS data, staff access data, Participant Form records, and any other Personal Data uploaded by the Business Customer. Processing continues for the duration of the Subscription and the 30-day data export window following termination.

S1.3 Nature and purpose: Processing to provide the BETA Services including payment routing, Participant Forms management, analytics, and reporting.

S1.4 Types of Personal Data: Name, contact details, payment transaction references, gym membership data, Participant Form records, staff login data, Attendee climbing history and certifications, and such other categories uploaded by the Business Customer.

S1.5 Categories of data subjects: Gym Attendees (including minors whose data is managed by guardians), Business Customer staff, and gym visitors.

S1.6 Chalk Technologies obligations as processor: Chalk Technologies shall: (a) only process Personal Data on documented Business Customer instructions; (b) ensure authorised persons are bound by confidentiality; (c) implement GDPR Art. 32-standard security measures; (d) assist in responding to data subject rights requests; (e) assist with breach notification; (f) on termination, delete or return all Personal Data at the Business Customer's election within the 30-day export window; (g) provide information to demonstrate compliance and permit audits on reasonable notice.

S1.7 Sub-processors: Chalk Technologies is authorised to engage the sub-processors listed in Schedule 2, subject to equivalent data protection obligations.

S1.8 International transfers: Where Personal Data is transferred outside the EEA, Chalk Technologies will ensure appropriate safeguards (Standard Contractual Clauses or equivalent) as required by GDPR Chapter V.

S1.9 Special Category Data: Where a Business Customer instructs Chalk Technologies to process special category data (as defined under GDPR Art. 9) through the Platform, including health or medical information collected via Participant Forms, the Business Customer warrants that it has established and documented a valid legal basis under GDPR Art. 9(2) for such processing before instructing Chalk Technologies to process that data. Chalk Technologies processes special category data solely on the Business Customer's documented instructions and accepts no liability arising from a Business Customer's failure to establish an appropriate legal basis prior to collection.

SCHEDULE 2: APPROVED PAYMENT PROCESSOR SUB-PROCESSORS

As required by GDPR Art. 28(3)(d). Chalk Technologies will provide 30 days' notice of any changes to this list. Business Customers should verify processor information directly with each processor before signing.

Adyen N.V. - adyen.com

Service: Payment (Terminal and Online) processing & recurring payments
Personal data: Transaction data, payment method data,
Location: Netherlands (EEA ✓)
Transfer mechanism: EEA - no transfer required
Privacy policy: Adyen Privacy Policy

Clover (Fiserv) - clover.com

Service: Payment (Terminal and Online) processing & recurring payments
Personal data: Transaction data, merchant data, payment method data
Location: USA - non-EEA
Transfer mechanism: Standard Contractual Clauses (SCCs) required
Privacy policy: Clover Privacy Policy

Dojo (PayPoint plc) - dojo.tech

Service: Payment (Terminal and Online) processing
Personal data: Transaction data,
Location: UK (UK GDPR ✓)
Transfer mechanism: UK Adequacy Decision
Privacy policy: Dojo Privacy Policy

GoCardless Ltd - gocardless.com

Service: Direct debit & recurring payments
Personal data: Bank account data, mandate data, payer identity
Location: UK (UK GDPR ✓)
Transfer mechanism: UK Adequacy / SCCs where applicable
Privacy policy: GoCardless Privacy Policy

Stripe Technology Europe Ltd - stripe.com

Service: Payment processing & fraud prevention
Personal data: Transaction data, card data, identity data
Location: Ireland (EEA ✓)
Transfer mechanism: EEA - no transfer required
Privacy policy: Stripe Privacy Policy

SumUp Payments Ltd - sumup.com

Service: Card payment processing & POS
Personal data: Transaction data, merchant data, payment method data
Location: Ireland (EEA ✓)
Transfer mechanism: EEA - no transfer required
Privacy policy: SumUp Privacy Policy

Block, Inc. (Square) - squareup.com

Service: POS & payment processing
Personal data: Transaction data, merchant data, card data
Location: USA - non-EEA
Transfer mechanism: Standard Contractual Clauses (SCCs) required
Privacy policy: Square Privacy Policy