Stem Coach Terms of Service

1.1 These terms are an agreement between Stem Training Pty Ltd (ACN 699 083 648) ("Stem", "we", "us") and you, the coach or coaching business that registers for a Stem coach account ("you").

1.2 You accept these terms when you tick the box at registration, or when you tick the box we show you in the app to accept an updated version. If you accept on behalf of a business, you confirm that you have authority to bind it, and "you" means that business.

1.3 These terms, the documents they refer to (our Privacy Policy and the Stripe terms in clause 7), and any written variation under clause 13 are the whole agreement between us about the Service.

• Service — the Stem coaching platform: the coach web app (app.stem.fit), the Stem coach and client mobile apps, and the API behind them.
• Client — a person you invite to Stem to coach.
• Active Client — a Client whose status in Stem is "active" (not invited, paused, inactive or archived).
• Stripe — Stripe Payments Australia Pty Ltd and its affiliates.
• Your Stripe Account — the Stripe account created for you through Stem to take payments from your Clients (clause 7).
• Stem Payment Plan — a recurring payment arrangement between you and a Client that was set up through Stem (a Stem checkout, payment link or offering). Under it, Stem charges the card or bank account the Client saved, from Your Stripe Account, for each billing period — either directly or by issuing an invoice that Stripe charges. An invoice, subscription or payment you create yourself in the Stripe Dashboard is not a Stem Payment Plan.
• Billing Period — each monthly period of your Stem plan, starting on the day your trial ends (or, with no trial, the day you subscribed), and each month after that on the same day.
• Client Revenue — defined in Schedule 1, Part A.
• Seat — defined in Schedule 1, Part B.

3.1 Stem gives you software to program training and nutrition for your Clients, message them, track their progress, and take payments from them through Your Stripe Account.

3.2 Early access. The Service is under active development. We will change, add and remove features. If we remove a feature that is a material part of what you pay for, clause 13 applies as if it were a change to these terms.

3.3 We aim to keep the Service available at all times but do not promise it will be uninterrupted or error-free. We will tell you in advance of planned maintenance that we expect to affect you.

3.4 Support is by email at support@stem.fit.

4.1 You must be at least 18 and carrying on a coaching business (as a sole trader, partnership, company or trust). Stem coach accounts are for business use, not personal use.

4.2 You must give accurate registration details and keep them up to date, keep your login secure, and tell us promptly at support@stem.fit if you think someone else has accessed your account. You are responsible for what happens under your account, including by anyone you let use it.

4.3 One coach account is for one coaching business.

5.1 A new coach account starts with a 14-day free trial. You must enter a payment card to start it. We charge nothing during the trial, and Client Revenue collected during the trial is never counted toward your fee.

5.2 Unless you cancel before it ends, your plan starts when the trial ends and we charge your card the monthly subscription (A$25) on that day. We will remind you by email at least 7 days before your trial ends.

5.3 A trial, and the moving-in period in clause 5.4, are each available once per coaching business.

5.4 Moving-in period. For your first 3 Billing Periods after your free trial, no Client is a Seat (Schedule 1, Part B), so Clients you charge outside Stem add nothing to your fee while you move them over. If your account had no trial, it ends 14 days and then 3 months after you opened your account. The date it ends is shown in Stem under Settings → Billing, and we will email you about 7 days before it ends, naming the Clients who would then be Seats.

6.1 The fee. For each Billing Period you pay Stem:

the greater of A$25, and 0.5% of your Client Revenue plus A$5 for each Seat (at most A$250).

In symbols: max(A$25, min(A$250, 0.5% × Client Revenue + A$5 × Seats))

Schedule 1 defines Client Revenue and Seats exactly and gives worked examples. In short:

• A$25 is the minimum. Most small coaching businesses pay A$25 and nothing more.
• 0.5% of what your Clients pay you through Stem.
• A$5 for each active Client you charge outside Stem (for example by bank transfer or another payment tool), after their first 30 days, except up to 3 Clients you mark as free. No Client is a Seat during your moving-in period (clause 5.4).
• Never more than A$250 a month for the percentage and Seats together, however large your business grows.

6.2 How and when you are charged. Your fee is charged in two parts to the card you saved with us:

(a) A$25 in advance at the start of each Billing Period; and

(b) the rest of the previous Billing Period's fee, in arrears, as a separate line on the same invoice. The line shows the Billing Period it covers, your Client Revenue, your Seats and how the amount was worked out. If your fee for the period was A$25, the line is A$0.

Your first invoice (at the end of your trial) is A$25 alone. The first calculated line appears one month later and covers your first paid Billing Period.

6.3 Currency. All fees are in Australian dollars.

6.4 GST. Stem is not currently registered for GST. Our fees do not include GST and our invoices are not tax invoices. If we register for GST, we will tell you under clause 13 before GST is added to any fee.

6.5 Discounts and promotions. We may offer promotions or discount codes. Each one applies to the parts of your fee (the A$25, the percentage, Seats, or all of them), by the amount and for the period, stated when we offer it — for example, "50% off the A$25 and the percentage for your first three months". When a promotion ends, your fee returns to the standard calculation.

6.6 Failed payments. If a payment fails, we (through Stripe) will retry it and email you. If it is still unpaid 14 days after it was due, we may restrict your account to billing and settings until it is paid. We will not delete your data for non-payment without first giving you notice under clause 14.4.

6.7 Disputing your fee. Your current and previous Billing Periods' fees, with the Clients counted as Seats and why, are shown in Stem under Settings → Billing. If you think a fee is wrong — for example, that a Client was wrongly counted as a Seat — email support@stem.fit within 60 days of the invoice. We will review it and reply within 10 business days. If we got it wrong, we will credit or refund the difference. Raising a dispute does not stop you using the Service.

6.8 Your records. We calculate your fee from records we keep of payments made through Stem (clause 8). If our records and Stripe's differ, Stripe's records of what was actually paid prevail.

7.1 Your Stripe Account. To take payments from Clients through Stem, you must open a Stripe account through Stem. It is created by Stem as a connected account on Stem's Stripe platform, with access to the full Stripe Dashboard. To open it you must create a Stripe login and complete Stripe's identity checks, which may include a photo ID and a selfie.

7.2 Stripe's terms. Payment processing services for coaches on Stem are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (together, the "Stripe Services Agreement"). By agreeing to these terms or continuing to operate as a coach on Stem, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. As a condition of Stem enabling payment processing services through Stripe, you agree to provide Stem accurate and complete information about you and your business, and you authorise Stem to share it and transaction information related to your use of the payment processing services provided by Stripe.

7.3 Stripe's fees are separate from Stem's. Stripe charges its own fees directly to Your Stripe Account, at Stripe's published prices, exactly as it would if you used Stripe on your own. These currently include card and bank-debit processing fees, dispute fees, any optional Stripe products you choose, and — only where Stem collects a Stem Payment Plan by issuing invoices through Stripe — Stripe's invoicing fee (currently 0.4% of each paid invoice). We will tell you before Stem changes how it collects Stem Payment Plans in a way that adds a Stripe fee. Stem receives no part of Stripe's fees and takes no fee from any Client payment. Stripe's current prices are at stripe.com/au/pricing.

7.4 Optional Stripe products. Stripe's sign-up may offer you optional paid products, such as Radar for Fraud Teams (a fee per screened payment) or a Climate commitment (a share of your revenue). They are not needed to use Stem, and Stem cannot switch them off for you. You can switch them off yourself in Stripe's sign-up or later in your Stripe Dashboard. If you leave them on, their cost is between you and Stripe.

7.5 Stem is not a party to your Client payments. Your Clients pay you. Payments settle into Your Stripe Account and Stripe pays them out to your bank account; Stem never receives or holds your Clients' money. Refunds, chargebacks and disputes with your Clients are your responsibility, handled in Stem or in your Stripe Dashboard. Stripe, not Stem, decides whether to hold, reserve or delay payouts, and Stem cannot release them.

7.6 What Stem does on Your Stripe Account. You authorise Stem to create and manage, on Your Stripe Account, the things the Service needs to take payments for you: products and prices for your offerings, checkout sessions and payment links, your Clients' customer records and saved payment methods, a charge (or an invoice) to each Client for each billing period of their Stem Payment Plan (at the price in force for that period, including any price change you schedule), further attempts at a charge that failed, receipts for those payments, the embedded payments pages shown inside Stem, and your payout schedule. Stem acts on those only when you, or a Client paying you, ask it to through the Service; to charge each Stem Payment Plan on its schedule until you pause or end it, retrying a failed charge only within the limits Stripe and the card schemes set; or to keep Stem's records in step with Stripe.

7.7 What you can do in the Stripe Dashboard. You may use your Stripe Dashboard as you wish, but Stem Payment Plans are managed in Stem: pause, end or change a Client's price in Stem, not in the Stripe Dashboard. Changes you make there to anything Stem created flow back into Stem where they can (for example, if you cancel or void a charge or invoice Stem created before it is paid, Stem treats that period as not charged; if you archive a price, Stem stops offering it). Payments you take outside the Service are not Client Revenue, and the Clients you charge that way may be Seats (Schedule 1, Part B).

7.8 Leaving Stem. Your Stripe Account is yours. If you leave Stem, it keeps working as an ordinary Stripe account under your control, with your customers and payment history. Stem's access to it ends, except for records Stem must keep (clause 14.5). Stripe does not allow Stem to delete it. Because Stem initiates each Stem Payment Plan's charges, your Clients' recurring payments stop when you leave; to keep charging them, you set up billing yourself in Stripe.

8.1 You authorise Stem to access and use the following data from Your Stripe Account ("Connected Account Data"):

(a) payments, invoices, refunds and disputes arising from Stem Payment Plans and other payments set up through Stem, and the customer records and saved payment methods Stem created for them;

(b) the account's status, capabilities, Dashboard type and payout schedule; and

(c) the products and prices Stem created for your offerings.

8.2 Stem uses Connected Account Data only to:

(a) calculate and show your fee (clause 6 and Schedule 1);

(b) show you your revenue, your Clients' payment status and payment history in the Service, and show each Client their own payments;

(c) keep your Clients' access in step with their payments (for example, telling you when a Client's payment fails); and

(d) operate, secure and support the Service, and meet our legal obligations.

8.3 Stem does not read payments you take in your Stripe Dashboard outside the Service, and never uses them to calculate your fee.

8.4 Stem does not sell Connected Account Data. We may use it in aggregate and de-identified form (so that neither you nor any Client can be identified) to understand and improve the Service.

8.5 How we handle personal information generally is in our Privacy Policy.

9.1 You are the coach. You decide what to offer your Clients, what to charge them and on what terms. You are responsible for your coaching, for your own terms with your Clients, and for complying with the laws that apply to your business, including the Australian Consumer Law (for example on refunds, cancellation and how you describe results), the Privacy Act 1988, and any professional or registration requirements for the services you provide.

9.2 Clients' data. Your Clients record sensitive health information in Stem (training, nutrition, body measurements, progress photos, check-ins). You may use it only to coach that Client, and must keep it confidential.

9.3 Exporting Clients' data. The Service lets you export a Client's data, for example as text to paste into an AI tool or to keep a copy. You may export it only to coach that Client. If you export, copy or disclose it — including by giving it to an AI or other software provider — you are responsible for:

(a) having that Client's agreement to the use you make of it;

(b) complying with the Privacy Act 1988 and any other law that applies when you do, including the rules on disclosing personal information to someone outside Australia; and

(c) choosing a provider that handles it appropriately.

Once data leaves the Service, Stem has no control over it and is not responsible for what happens to it. The export leaves the Client's name out unless you choose to include it.

9.4 Inviting Clients. You must have a Client's permission before inviting them to Stem, and must not invite anyone under 16.

10.1 You must not:

(a) use the Service, or take payments through it, for anything illegal, deceptive or harmful, or for any business Stripe restricts (stripe.com/au/legal/restricted-businesses);

(b) sell or promote through the Service prescription drugs, unapproved supplements, or products or programs making false or misleading health, weight-loss or results claims;

(c) take payments through the Service for anything other than your own coaching services;

(d) interfere with the Service, try to access other coaches' or Clients' data, or test its security without our written permission; or

(e) resell or sublicense the Service.

10.2 If you breach this clause, we may suspend the affected part of your account under clause 14.3.

11.1 Your content is yours. Programs, exercises, notes, messages and other content you put into Stem remain yours (or your Clients'). You give Stem a non-exclusive licence to host, copy, display and process it only as needed to provide the Service to you and your Clients.

11.2 Stem's software is ours. Stem and its licensors own the Service, including Stem's built-in exercise library and program templates. You may use them within the Service while your account is active.

11.3 Feedback. If you send us suggestions, we may use them without obligation to you.

12.1 Stem may be required by law to report information about you and the payments you receive through the Service to the Australian Taxation Office, including under the Sharing Economy Reporting Regime. You agree to give us the information we reasonably ask for to meet that obligation (which may include your legal name, ABN, date of birth, address and bank account details), and authorise us to report it.

13.1 Changes that are not against you — for example, lowering a fee, adding a feature, or a change the law requires — may take effect when we publish them. We will tell you about material ones.

13.2 Changes that are against you — including any increase to a rate, amount, floor or cap in the fee, a change to what counts as Client Revenue or a Seat, adding GST to a fee, or removing a feature that is a material part of what you pay for — take effect only after we give you at least 30 days' written notice by email to your account address. The notice will say what is changing, when, and show the effect with an example.

13.3 Your right to leave. If you do not accept a change under clause 13.2, you may cancel before it takes effect. The change will not apply to you, you will pay no fee for leaving, and we will refund the unused part of any A$25 subscription you have paid in advance for the period after the change's effective date. You will still owe the calculated line for the time before you cancel, under the terms in force during that time.

13.4 If you keep using the Service after a change takes effect, you accept it.

14.1 You can cancel online at any time in Stem under Settings → Billing (which opens Stripe's billing portal). Cancellation takes effect at the end of your current Billing Period, and you keep full access until then. You can also email support@stem.fit.

14.2 Your final bill. When your plan ends, we issue one final invoice for the calculated line of your last Billing Period, worked out under Schedule 1, and charge it to the card on your plan. We do not refund the A$25 for a partly used period, except under clause 13.3 or where the law requires it.

14.3 Suspension. We may suspend all or part of your account, with notice where practical:

(a) if a payment to us is overdue under clause 6.6;

(b) if you seriously breach these terms, or breach them and do not fix it within 14 days of our notice; or

(c) where we reasonably need to, to prevent harm to Clients, other coaches or the Service, or to comply with the law or a request from Stripe.

We will lift a suspension as soon as the reason for it ends.

14.4 Ending the agreement. We may end this agreement on 14 days' written notice if a ground in clause 14.3 continues unresolved, or on 60 days' written notice for any other reason (for example, if we stop offering the Service). If we end it for a reason other than your breach, we will refund any fee paid in advance for the period after it ends.

14.5 Your data when it ends. For 30 days after your account ends, you may ask us for a copy of your data at support@stem.fit. After that we delete your account data as our Privacy Policy describes, except records we must keep by law (such as payment and tax records). Your Clients' own accounts are handled under our Privacy Policy; each Client may delete their account at any time.

15.1 Consumer guarantees. Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law or any other law, that cannot lawfully be excluded or limited. Where the law allows us to limit our liability for breaching such a guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

15.2 Limit. Subject to clause 15.1, and except for liability that cannot be limited by law, each party's total liability to the other under or in connection with this agreement is limited to the fees you paid Stem in the 12 months before the event giving rise to the claim.

15.3 Indirect loss. Subject to clause 15.1, neither party is liable to the other for loss of profit, revenue or data, or for indirect or consequential loss.

15.4 Things outside our control. We are not liable for Stripe's acts or omissions (including holds, reserves, account closures and payout delays), for your coaching or your dealings with your Clients, or for failures caused by events beyond our reasonable control.

15.5 Your responsibility to us. You are responsible for, and will compensate Stem for, loss Stem suffers from a third party's claim to the extent it is caused by your breach of clauses 9 or 10, or by your coaching services, except to the extent Stem caused or contributed to it.

16.1 Our Privacy Policy explains how we collect, use and protect personal information, including your Clients'.

16.2 Each party will keep the other's non-public business information confidential and use it only for this agreement, except where the law requires disclosure.

17.1 If a dispute arises, either party may give the other written notice of it, and both will try in good faith to resolve it within 30 days before starting proceedings (except for urgent relief). This does not delay a fee dispute under clause 6.7.

17.2 These terms are governed by the law of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of its courts.

18.1 Notices. We send notices to the email address on your account. You send them to support@stem.fit. An email notice is received when sent, unless the sender is told it was not delivered.

18.2 Assignment. You may not transfer this agreement without our consent. We may transfer it to a buyer of the Service or Stem's business, if we give you notice and your rights under these terms are not reduced.

18.3 Severance. If any part of these terms is unenforceable, it is read down or severed, and the rest continues.

18.4 Waiver. Not enforcing a right is not a waiver of it.

Stem Training Pty Ltd (ACN 699 083 648) — support@stem.fit

Part A — Client Revenue

Client Revenue for a Billing Period is:

1. the amounts your Clients paid on Stem Payment Plans (and other payments set up through Stem), as charged to the Client — including any GST you charge, and before Stripe's fees are deducted;
2. where a payment covers a service period (for example a monthly, fortnightly or 12-week payment), spread evenly over the days of that period, and only the share falling in the Billing Period is counted. A payment with no service period counts in full in the Billing Period it was paid;
3. less refunds you gave, and disputed payments withdrawn from you, in the Billing Period, plus disputed amounts returned to you after you won a dispute in the Billing Period.

Client Revenue is never less than zero. A refund reduces the Billing Period in which it is made, not the one in which the original payment fell. Payments you take outside the Service are never Client Revenue (clause 8.3).

Part B — Seats

A Client is a Seat for a Billing Period if, at the end of the Billing Period:

1. they are an Active Client;
2. they have been an Active Client for more than 30 days;
3. you have not marked them free (you may mark up to 3 Clients free at a time, in Stem, on the Client's page); and
4. any one of these is true:
   • (a) they have no Stem Payment Plan (other than one that has been cancelled or never started);
   • (b) their Stem Payment Plan is less than A$20 a month (a plan billed at another interval is converted to its monthly equivalent on a 52-week, 365-day year — for example A$10 a fortnight is A$21.67 a month); or
   • (c) you have paused billing on their Stem Payment Plan.

A Client whose payment has failed is not a Seat: a Stem Payment Plan with a failed or overdue payment still counts, even after Stripe's retries end.

No Client is a Seat for a Billing Period that ends during your moving-in period (clause 5.4): your first 3 Billing Periods after your free trial.

Why Seats exist: Stem's fee is a share of what Clients pay through Stem. A Seat is the flat price for a Client who uses Stem but pays you some other way. The 30-day grace, the three free Clients, the moving-in period and the "failed payment is not a Seat" rule are there so that no ordinary situation — a new Client, a friend you coach for free, moving your Clients over from another tool, a card that bounced — costs you anything.

Part C — The calculation

For each Billing Period:

1. Percentage = 0.5% × Client Revenue, rounded to the nearest cent.
2. Seats = A$5 × the number of Seats.
3. Fee = Percentage + Seats, at most A$250 and not less than A$25.
4. The calculated line on your next invoice = Fee − A$25 (the A$25 was charged at the start of the Billing Period).

Part D — Worked examples

All examples assume a one-month Billing Period and Clients paying monthly.

A prepaid block. A Client pays A$840 for a 12-week (84-day) program, and the whole 84 days falls across your Billing Periods. A 30-day Billing Period inside it counts A$840 × 30 ÷ 84 = A$300 of Client Revenue (0.5% = A$1.50), rather than all A$840 in the month it was paid.

A refund. In example 2, you refund one Client's A$314 during the Billing Period. Client Revenue becomes A$5,966, and the fee A$29.83 (A$25 + A$4.83).

A small plan. A Client on a A$15-a-month Stem Payment Plan (active for more than 30 days, not marked free) is a Seat (A$5), and their A$15 also counts in Client Revenue (A$0.08).

These are shown separately from these terms, next to the card field, at registration and whenever a card is replaced. Visa requires the stored-card agreement to say how the amount is worked out.

Your card will be charged by Stem Training Pty Ltd each month. After your 14-day free trial, Stem charges A$25 at the start of each monthly billing period, plus a calculated amount for the previous period: 0.5% of what your clients paid you through Stem, plus A$5 for each active client you charge outside Stem, the total at most A$250, less the A$25 already paid. Most small coaching businesses pay A$25. You'll get an emailed receipt for every charge, and can see each month's working in Settings → Billing. Cancel online at any time in Settings → Billing; your plan ends at the end of the billing period. Full terms: stem.fit/coach-terms.

Existing coaches (who agreed to a fixed monthly price) see the same statement with a checkbox, and must tick it before they are moved to the new price.