Terms of Service

1.Agreement to these terms

By creating an account, starting a trial, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you use the Service on behalf of a gym, business, or other organisation, you confirm that you have authority to bind that organisation, and "you" refers to that organisation. If you do not agree to these Terms, do not use the Service.

2.Definitions

• "Customer" means the gym, studio, business, or person that registers for the Service.
• "Member" means an individual whose details a Customer manages in the Service (for example, a gym member checking in).
• "Member Data" means personal data and content about Members that a Customer submits to or generates through the Service.
• "Account" means the credentials and workspace a Customer uses to access the Service.

3.Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract to use the Service.
• You must provide accurate registration information and keep it up to date.
• You are responsible for safeguarding your credentials and for all activity under your Account, including any kiosk or shared devices you set up. Notify us promptly of any unauthorised use.
• You are responsible for the acts and omissions of your staff and anyone you allow to access your Account.

4.The service

The Service lets a Customer check Members in using a QR code, manage Member records, and view activity through a dashboard. We may update, add, or remove features over time. We aim to keep the Service available and reliable but do not guarantee uninterrupted or error-free operation. We may perform maintenance and will try to limit disruption.

5.Free trial

We may offer a free trial. Trials are provided "as is", may be changed or withdrawn, and are subject to any limits we describe at sign-up. At the end of a trial, the Service may stop unless you start a paid subscription. We may delete trial data a reasonable time after a trial ends.

6.Fees, billing, and taxes

• Paid plans are billed at the prices and intervals stated at purchase or on our pricing page. Fees are charged in advance and, except where the law requires otherwise, are non-refundable.
• You authorise us and our payment provider to charge your chosen payment method for all fees due. If a payment fails, we may suspend the Service until amounts are paid.
• We may change prices on reasonable notice. Changes take effect at your next renewal.
• Fees are exclusive of taxes. You are responsible for applicable taxes, except taxes on our net income. Where required, we will charge VAT or equivalent at the applicable rate.
• You may cancel at any time. Cancellation stops future renewals; it does not refund the current period unless required by law.

7.Your responsibilities and acceptable use

You agree to use the Service lawfully and not to:

• Break any applicable law, or infringe the rights of others, including privacy and data protection rights.
• Upload content you have no right to upload, or content that is unlawful, harmful, or misleading.
• Attempt to gain unauthorised access to the Service, other accounts, or our systems, or interfere with or disrupt the Service.
• Reverse engineer, copy, resell, or create derivative works from the Service except as the law expressly permits.
• Use the Service to send spam, or to store or transmit malicious code.
• Collect or use Member Data without the legal right and any consents required to do so.

You are responsible for the accuracy, quality, and legality of Member Data and of the means by which you acquired it.

8.Member data and data protection

• You confirm that you have a valid legal basis and have given any notices and obtained any consents required to collect and use Member Data in the Service, including for any Member photos.
• Our processing of Member Data is governed by a Data Processing Agreement (DPA), which is part of these Terms. Where the GDPR or a comparable law applies, the DPA sets out the required terms, including confidentiality, security, sub-processing, assistance with data subject requests, and deletion or return of data when the Service ends.
• We handle personal data of Account holders and website visitors as a controller, as described in our Privacy Policy.
• The Service does not use facial recognition or create biometric identifiers. Member photos are stored as images for staff identification only.

9.Intellectual property

We and our licensors own all rights in the Service, including its software, design, and the NattyHawk name and logo. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, subject to these Terms. You own your Member Data and other content you submit. You grant us the limited right to host and process that content as needed to provide the Service. If you send us feedback or suggestions, we may use them without obligation to you.

10.Third-party services

The Service runs on third-party infrastructure (including Cloudflare) and may offer optional integrations (such as Google sign-in). Your use of a third-party service is subject to that provider's terms, and we are not responsible for third-party services. The Service depends on these providers, so their availability can affect ours.

11.Confidentiality

Each party may access non-public information of the other. Each party agrees to protect the other's confidential information with reasonable care and to use it only to perform under these Terms, except where disclosure is required by law. This does not apply to information that is public through no fault of the receiving party or that was lawfully known beforehand.

12.Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, secure, or error-free, or that it will meet your requirements. Some warranties cannot be excluded under the law that applies to you, and nothing in these Terms limits those rights (see the consumer section below).

13.Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or related to the Service. Our total liability arising out of or related to these Terms will not exceed the greater of the amounts you paid us for the Service in the twelve months before the event giving rise to the claim, or [CAP AMOUNT, e.g. EUR 100].

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, for fraud, or for a party's wilful misconduct. If you are a consumer, your statutory rights are not affected.

14.Indemnification

You agree to defend, indemnify, and hold harmless NattyHawk and its officers, employees, and agents from claims, damages, and reasonable costs arising from your use of the Service, your Member Data, or your breach of these Terms or of applicable law, except to the extent caused by our own breach or negligence.

15.Term, suspension, and termination

• These Terms apply while you use the Service. You may stop and close your Account at any time.
• We may suspend or terminate your access if you materially breach these Terms, fail to pay, or use the Service in a way that risks harm to others or to the Service, where practical after notice and a chance to cure.
• On termination, your right to use the Service ends. You may export your data before the Account closes. After a reasonable period, we will delete or anonymise Member Data in line with the DPA and our Privacy Policy, unless the law requires us to keep it.
• Terms that by their nature should survive (including fees owed, intellectual property, confidentiality, disclaimers, liability limits, and indemnities) survive termination.

16.Changes to the service and these terms

We may update these Terms from time to time. When changes are material, we will update the "Last updated" date and take reasonable steps to notify Account holders, for example by email or in the Service. Changes take effect when posted, or on a later date if we state one. If you do not agree to a change, you should stop using the Service before it takes effect; continued use means you accept the updated Terms.

17.Governing law and disputes

These Terms and any dispute arising out of or in connection with them are governed by the laws of [GOVERNING LAW COUNTRY, an EU member state], without regard to its conflict-of-laws rules. The courts of [CITY / COURT, in that country] have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court. If you are a consumer, you may also bring proceedings in the courts of your country of residence, and you benefit from the mandatory protections of the law there.

18.Consumer rights (EU and EEA)

If you use the Service as a consumer in the EU or EEA, nothing in these Terms removes or limits your mandatory statutory rights, including any right of withdrawal that applies and your rights regarding faulty digital services. The European Commission provides an online dispute resolution platform at ec.europa.eu/consumers/odr. We can be reached at hello@nattyhawk.com.

19.General

• Entire agreement: these Terms, the Privacy Policy, and the DPA are the entire agreement between us regarding the Service and replace any prior agreements on the subject.
• Severability: if any provision is unenforceable, the rest stays in effect.
• No waiver: not enforcing a provision is not a waiver of it.
• Assignment: you may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices: we may give notices through the Service or by email to your Account address. Send legal notices to us at [LEGAL ENTITY NAME], [REGISTERED ADDRESS].