Onya Platform — Terms and Conditions of Service and Privacy Policy
Part A — Terms and Conditions of Service
These Terms and Conditions (“Terms”) govern the provision of the Onya platform and associated services by Onya App Tech Ltd, a company registered in Scotland under company number SC760835 with its registered office at 1/2, 21 Seamore Street, Glasgow, G20 6UG (“Onya”, “we”, “us”), to the business customer identified in the applicable Order (“Customer”, “you”).
By subscribing to the Service, accepting these Terms at checkout, or using the Service, you agree to be bound by these Terms. If you are accepting on behalf of a company or other organisation, you confirm you have authority to bind that organisation.
1. Definitions
“Service” — the Onya gym management platform, comprising the software, member-facing app, integrations, and related services described in clause 2, together with any Merchandise Services included in your subscription.
“Order” — the subscription plan, fees, and any special terms agreed at checkout or in writing between you and Onya.
“Members” — your customers, i.e. the individuals who attend, book with, or purchase from your gym or fitness business.
“Customer Data” — all data submitted to the Service by you or your Members, including Member personal data, booking records, payment records, and marketing data.
“Merchandise Services” — the design, production, and fulfilment of branded merchandise and milestone rewards, where included in your plan.
“Fees” — the subscription fees and any other charges set out in your Order.
2. The Service
2.1 Onya provides a gym management platform covering, as applicable to your plan: customer relationship management, lead capture and marketing tools; class scheduling, booking, and payment collection; a branded member app; and gamified member milestone rewards with merchandise fulfilment.
2.2 We will provide the Service with reasonable skill and care and will use reasonable endeavours to make the Service available at all times, except during planned maintenance (of which we will give reasonable notice where practicable) and unplanned maintenance or outages.
2.3 The Service is provided on a software-as-a-service basis. We may improve, modify, or update features of the Service from time to time, provided that we will not materially reduce the core functionality of the Service during your subscription without reasonable notice.
2.4 Parts of the Service are delivered using third-party platforms and infrastructure. You acknowledge that the availability of the Service depends in part on those third parties, and that payment processing is provided by third-party payment processors (including Stripe) subject to their own terms.
2.5 Support is available by email during UK business hours, Monday to Friday, excluding public holidays. We aim to respond within one business day.
3. Term, Renewal, and Termination
3.1 Your subscription begins on the date your first payment is successfully processed (the “Start Date”) and continues on a monthly rolling basis until terminated in accordance with these Terms.
3.2 The subscription has an initial minimum term of 12 months from the Start Date (the “Minimum Term”). Where your Order includes an introductory or founding rate, the Minimum Term nonetheless runs for the full 12 months from the Start Date, covering both the discounted period and the subsequent standard-rate period. After the Minimum Term, the subscription continues on a monthly rolling basis and either party may terminate by giving at least 30 days’ written notice, such notice not to expire before the end of the Minimum Term.
3.2.1 If you terminate during the Minimum Term other than under clause 3.3, the Fees for the remainder of the Minimum Term become immediately due and payable.
3.3 Either party may terminate immediately by written notice if the other party commits a material breach of these Terms and (where the breach is capable of remedy) fails to remedy it within 14 days of being notified, or if the other party becomes insolvent or enters into any arrangement with its creditors.
3.4 On termination: (a) your right to use the Service ends; (b) any Fees accrued but unpaid become immediately due; (c) Fees already paid are non-refundable except where termination results from our uncured material breach; and (d) we will make Customer Data available for export for 30 days following termination, after which we may delete it in accordance with our data retention practices and applicable law.
4. Fees and Payment
4.1 You will pay the Fees set out in your Order. Unless stated otherwise, all Fees are exclusive of VAT, which will be added at the applicable rate.
4.2 Fees are payable monthly in advance by the payment method registered at checkout. You authorise us (via our payment processor) to charge that payment method on a recurring basis.
4.3 Any introductory, founding, or promotional rate applies only for the period stated in your Order. On expiry of that period, the standard rate stated in your Order applies automatically without further notice being required, though we will endeavour to remind you before the change takes effect.
4.4 If a payment fails, we may retry the payment method. If Fees remain unpaid 14 days after the due date, we may suspend access to the Service until payment is made. Suspension does not relieve you of the obligation to pay Fees for the suspension period.
4.5 We may change the standard Fees by giving you at least 60 days’ written notice. Fee changes will not apply retrospectively and will not alter any fixed promotional pricing during its stated period. If you do not accept a change, you may terminate by notice before it takes effect.
4.6 Where the Service is used to collect payments from your Members, those payments are transactions between you and your Members. We are not a party to them, and you are responsible for your own pricing, refunds, and disputes with Members, and for the fees charged by the payment processor.
5. Merchandise Services
5.1 Where your plan includes Merchandise Services, we will produce and fulfil merchandise in accordance with the specifications, quantities, and schedule agreed with you.
5.2 You are responsible for the accuracy of any artwork, logos, sizing information, and delivery details you or your Members provide. We are not liable for errors arising from inaccurate information supplied to us.
5.3 Our standard turnaround for delivery of merchandise is 7 to 10 business days, and we aim to meet this for every order. Delivery timescales are estimates and occasionally delivery may take longer, including due to stock availability from our suppliers. Where an ordered item is out of stock, we will contact the ordering customer and offer either a suitable alternative or an expected delivery date once stock is available from our supplier. Time is not of the essence for delivery of merchandise.
5.4 You grant us a licence to use your name, logo, and brand assets solely for the purpose of producing merchandise and delivering the Service.
5.5 If merchandise delivered is the wrong item (i.e. not the garment ordered), or the garment or print is damaged or defective, notify us within 14 days of delivery and we will replace the item at no charge as your sole remedy. Sizing is the responsibility of the person placing the order: we are not responsible for garments ordered in the wrong size, and we do not accept returns or provide replacements where the correct garment was delivered in the size ordered.
6. Customer Obligations
6.1 You will: (a) use the Service only for lawful business purposes and in accordance with these Terms; (b) keep your account credentials secure and notify us promptly of any unauthorised use; (c) ensure that information you provide to us is accurate and kept up to date; and (d) comply with all laws applicable to your business, including consumer protection and marketing laws in respect of your Members.
6.2 You will not: (a) resell, sublicense, or make the Service available to any third party other than your Members as intended; (b) copy, modify, reverse engineer, or create derivative works of the Service; (c) use the Service to send unlawful, infringing, or unsolicited communications in breach of applicable law; or (d) interfere with or disrupt the integrity or performance of the Service.
6.3 You are responsible for obtaining any consents required from your Members for marketing communications sent through the Service, and for the content of communications you send.
7. Data Protection
7.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018 and, where applicable to Customers or Members in Ireland or elsewhere in the EU, the EU GDPR. We take data protection compliance seriously and apply it strictly across the Service.
7.2 In respect of Member personal data processed through the Service, you are the controller and we are a processor acting on your documented instructions. We will: process Member personal data only as necessary to provide the Service; implement appropriate technical and organisational security measures; assist you, at your reasonable request, with data subject requests and compliance obligations; and notify you without undue delay on becoming aware of a personal data breach affecting Member personal data.
7.3 You authorise us to engage sub-processors (including hosting, communications, and payment infrastructure providers) to deliver the Service, provided we remain responsible for their performance. A current list of sub-processors is available on request.
7.4 Some sub-processors may process data outside the UK. Where they do, we will ensure appropriate safeguards are in place as required by UK data protection law.
7.5 In respect of your own account and contact data, we act as a controller, and our Privacy Policy (set out in Part B of this document) applies.
8. Intellectual Property
8.1 We (and our licensors) retain all intellectual property rights in the Service, including the software, platform, app, and any materials we create, excluding Customer Data and your brand assets.
8.2 You retain all rights in Customer Data and your brand assets. You grant us a non-exclusive licence to use Customer Data and brand assets solely to provide the Service and Merchandise Services.
8.3 We may use aggregated, anonymised data derived from use of the Service to operate, improve, and promote the Service, provided it does not identify you or any Member.
8.4 If you give us feedback or suggestions about the Service, we may use them without restriction or obligation.
9. Confidentiality
9.1 Each party will keep confidential any non-public information disclosed by the other in connection with the Service, and will use it only for the purposes of these Terms.
9.2 This obligation does not apply to information that is public (other than through breach), already lawfully known, independently developed, or required to be disclosed by law.
10. Warranties and Disclaimers
10.1 Each party warrants that it has the authority to enter into these Terms.
10.2 Except as expressly set out in these Terms, the Service is provided “as is” and all other warranties, conditions, and terms implied by law are excluded to the fullest extent permitted.
10.3 We do not warrant that the Service will be uninterrupted or error-free, or that it will meet any particular business outcome, revenue target, or member retention result.
10.4 You acknowledge that outputs of the Service depend on the accuracy of Customer Data and on your own business operations.
11. Limitation of Liability
11.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
11.2 Subject to clause 11.1, neither party will be liable for any indirect or consequential loss, loss of profits, loss of revenue, loss of anticipated savings, loss of business, or loss of goodwill arising under or in connection with these Terms.
11.3 Subject to clauses 11.1 and 11.2, each party’s total aggregate liability arising under or in connection with these Terms in any 12-month period is limited to the total Fees paid by you to us in the 12 months preceding the event giving rise to the claim.
11.4 You are responsible for maintaining your own backups of any data you rely on outside the Service, and for your own insurance appropriate to your business.
12. Suspension
12.1 We may suspend access to the Service (in whole or in part) where reasonably necessary: for non-payment under clause 4.4; to protect the security or integrity of the Service; where required by law; or where your use materially breaches these Terms. We will restore access promptly once the issue is resolved.
13. Changes to these Terms
13.1 We may update these Terms from time to time. For material changes, we will give you at least 30 days’ notice by email or through the Service. Continued use of the Service after the notice period constitutes acceptance. If you do not accept a material change, you may terminate by notice before it takes effect.
14. General
14.1 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
14.2 Assignment. You may not assign or transfer these Terms without our prior written consent (not to be unreasonably withheld). We may assign these Terms in connection with a merger, acquisition, or sale of our business.
14.3 Entire agreement. These Terms, together with your Order and any documents referred to in them, form the entire agreement between the parties and supersede all prior discussions relating to their subject matter.
14.4 Severability. If any provision is found unenforceable, the remainder continues in full force.
14.5 No waiver. Failure to enforce a provision is not a waiver of it.
14.6 Third parties. No third party has any right to enforce these Terms.
14.7 Notices. Notices must be in writing and sent by email to dan@onyaapp.io (for us) or to the email address on your account (for you), and are deemed received one business day after sending.
14.8 Governing law and jurisdiction. These Terms, and any dispute or claim arising out of or in connection with them, are governed by the law of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts, except that we may bring proceedings to recover unpaid Fees in the courts of the jurisdiction where you are established.
Questions about these Terms: dan@onyaapp.io.
Part B — Onya Privacy Policy
This Privacy Policy explains how Onya App Tech Ltd (“Onya”, “we”, “us”) collects and uses personal data. It forms part of the same document as our Terms and Conditions (Part A) and applies to our customers, prospective customers, website visitors, and people who contact us.
Who we are. Onya App Tech Ltd, registered in Scotland (SC760835), 1/2, 21 Seamore Street, Glasgow, G20 6UG. We are the controller of the personal data described in this policy. Contact: dan@onyaapp.io.
A note on gym members’ data. Where a gym or fitness business uses the Onya platform, personal data about that gym’s members (bookings, memberships, contact details, purchases, milestone activity) is controlled by the gym, and we process it on the gym’s behalf as a processor under Part A, clause 7. If you are a gym member with questions about how your data is used, please contact your gym or refer to its privacy policy.
B1. The data we collect
- Account and contact data — name, business name, email address, phone number, business address, and account credentials of our customers and their staff.
- Billing data — subscription and invoice history. Card and bank details are collected and processed directly by our payment processor (Stripe); we do not store full payment card details.
- Merchandise fulfilment data — names, delivery addresses, and garment sizes needed to produce and deliver merchandise orders.
- Usage and technical data — information about how the Service and our website are used, device and log information, and analytics data.
- Marketing and enquiry data — details you provide when enquiring about Onya, signing up to communications, or engaging with our marketing.
- Correspondence — emails, messages, and support requests you send us.
B2. How and why we use it
- To provide the Service and fulfil our contract with you — running your account, providing support, processing subscriptions, and fulfilling merchandise orders. Lawful basis: performance of a contract.
- To run and improve our business — analytics, service improvement, security, and fraud prevention. Lawful basis: legitimate interests.
- To market Onya — sending you relevant updates and offers about the Service, where you have consented or where we may lawfully do so for existing business contacts, with an opt-out in every message. Lawful basis: consent or legitimate interests, as applicable.
- To meet our legal obligations — accounting, tax, and regulatory requirements. Lawful basis: legal obligation.
B3. Who we share it with
We share personal data only as needed to run the Service: payment processing providers (including Stripe); platform, hosting, and communications infrastructure providers; merchandise production and delivery suppliers (who receive names, sizes, and delivery addresses solely to fulfil orders); professional advisers; and authorities where required by law. We do not sell personal data.
B4. International transfers
Some of our service providers process data outside the UK. Where they do, we ensure appropriate safeguards required by UK data protection law are in place, such as adequacy regulations or standard contractual clauses.
B5. How long we keep it
We keep personal data only as long as needed for the purposes above: account data for the life of the customer relationship and a reasonable period afterwards; billing records for the period required by tax law (generally six years); and marketing data until you opt out. Customer Data held on behalf of gyms is retained and deleted in accordance with Part A, clause 3.4.
B6. Your rights
Under UK data protection law (and, where it applies, EU data protection law) you have the right to access your personal data; to have it corrected or deleted; to restrict or object to its processing; to data portability; and to withdraw consent at any time where processing is based on consent. To exercise any of these rights, contact dan@onyaapp.io. You also have the right to complain to the Information Commissioner’s Office (ico.org.uk) or, in Ireland, the Data Protection Commission.
B7. Cookies
Our website may use cookies and similar technologies for functionality and analytics. You can control cookies through your browser settings and any consent tools presented on the site.
B8. Changes to this policy
We may update this Privacy Policy from time to time. The “last updated” date at the top of this document shows when it was last revised, and material changes will be notified to customers by email or through the Service.
Questions about this Privacy Policy: dan@onyaapp.io.