This Software as a Service Agreement (the "Agreement") is entered into between Apavai Ltd ("we", "us", "our", or "Clinic Membership") and the business or individual subscribing to the Clinic Membership platform (the "Client", "you", or "your").

Clinic Membership is a cloud-based membership management platform designed for aesthetics clinics, salons, studios, and similar businesses. By subscribing to Clinic Membership, you agree to be bound by the following terms and conditions.

Website: clinicmembership.co.uk | Contact: email us via our website

1. Definitions

"Platform": means the Clinic Membership software application, including all associated web interfaces, APIs, mobile applications, and related services accessible at clinicmembership.co.uk and its subdomains.
"Subscription": means the recurring payment plan selected by the Client for access to the Platform, as set out in the pricing schedule at the time of sign-up.
"Member Data": means all data entered into, stored on, or generated by the Platform on behalf of the Client, including but not limited to client records, treatment histories, membership details, and payment information.
"End Users": means the Client's staff, employees, contractors, and any individuals authorised by the Client to access the Platform.
"Members": means the Client's customers who are enrolled in membership plans managed through the Platform.
"Tenant": means the Client's dedicated instance within the Platform, accessible via a unique subdomain (e.g., your-clinic.clinicmembership.co.uk) or custom domain.

2. The Service

2.1

Clinic Membership provides a cloud-based platform enabling Clients to create and manage membership plans, process recurring payments, manage treatment bookings, and communicate with their Members.

2.2

We will use commercially reasonable efforts to make the Platform available 99.5% of the time, measured on a monthly basis, excluding scheduled maintenance windows. Scheduled maintenance will be notified at least 48 hours in advance where practicable.

2.3

We reserve the right to update, modify, or enhance the Platform from time to time. We will endeavour to notify you of material changes that affect your use of the Platform at least 14 days in advance.

2.4

The Platform is provided on a multi-tenant basis. Your Tenant is logically separated from other Clients, and we implement appropriate technical measures to ensure data isolation between tenants.

3. Account and Access

3.1

Upon subscribing, we will provision a dedicated Tenant for your business, accessible via a subdomain of clinicmembership.co.uk or, where supported, your own custom domain.

3.2

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised access or security breach.

3.3

You may grant access to End Users at your discretion and are responsible for ensuring that End Users comply with this Agreement. You may revoke End User access at any time through the Platform.

3.4

You must be aged 18 or over and have the legal authority to enter into this Agreement on behalf of your business.

4. Subscription and Payment

4.1

Access to the Platform requires a paid Subscription. Subscription plans and pricing are set out on our website and may vary based on the number of active Members managed through the Platform.

4.2

All fees are quoted in GBP and are exclusive of VAT unless otherwise stated. VAT will be added at the prevailing rate where applicable.

4.3

Subscription fees are billed monthly in advance via the payment method you provide at sign-up. Payments are processed securely through our third-party payment provider (currently Stripe).

4.4

Your Subscription will automatically renew at the end of each billing period unless cancelled in accordance with clause 7.

4.5

We reserve the right to adjust pricing with at least 30 days' written notice. Any price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to the new pricing, you may cancel your Subscription before the change takes effect.

4.6

If any payment fails, we will notify you and attempt to collect the payment again. If payment remains outstanding for 14 days, we may suspend your access to the Platform. If payment remains outstanding for 30 days, we may terminate your Subscription in accordance with clause 7.

5. Your Responsibilities

5.1

You are solely responsible for the content you upload, the data you enter, and the membership plans you create and manage through the Platform. We do not provide legal, medical, financial, or regulatory advice.

5.2

You are responsible for ensuring that your use of the Platform and the membership agreements you offer to your Members comply with all applicable laws and regulations, including but not limited to the Consumer Rights Act 2015, Consumer Contracts Regulations 2013, and any industry-specific regulations applicable to your business.

5.3

You must ensure that you have all necessary consents, licences, and permissions required to collect, store, and process the personal data of your Members through the Platform.

5.4

You must not use the Platform for any unlawful purpose, to transmit harmful or malicious content, or in any way that could damage, disable, or impair the Platform or interfere with other Clients' use of it.

5.5

You are responsible for maintaining up-to-date and accurate billing information. Failure to do so may result in service interruption.

6. Data Protection and Privacy

6.1

We take data protection seriously. Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

6.2

In relation to Member Data, you are the Data Controller and we are the Data Processor. We will only process Member Data on your behalf and in accordance with your documented instructions, this Agreement, and our Data Processing Agreement (available on request).

6.3

We implement appropriate technical and organisational measures to protect Member Data against unauthorised access, loss, destruction, or damage. These measures include encryption in transit and at rest, regular backups, access controls, and monitoring.

6.4

Member Data is stored on servers located within the United Kingdom or European Economic Area. We will not transfer Member Data outside these jurisdictions without appropriate safeguards in place.

6.5

In the event of a personal data breach affecting Member Data, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach, providing you with sufficient information to meet your obligations under data protection law.

6.6

Upon termination of this Agreement, we will, at your option, return or securely delete all Member Data within 30 days, except where retention is required by law. You may export your data at any time during the Subscription period using the Platform's built-in export functionality.

7. Cancellation and Termination

7.1

You may cancel your Subscription at any time by giving us 30 days' written notice via email. Your access will continue until the end of the current billing period.

7.2

We offer a 14-day cooling-off period from the date of your initial sign-up, in accordance with the Consumer Contracts Regulations 2013. If you cancel within this period, you will receive a full refund of any fees paid.

7.3

We may terminate or suspend your Subscription immediately if you breach any material term of this Agreement, fail to pay fees when due (after reasonable notice), use the Platform in a way that poses a security risk, or engage in unlawful activity through the Platform.

7.4

Upon cancellation or termination, you will have 30 days to export your Member Data. After this period, we will securely delete your data in accordance with clause 6.6.

7.5

Cancellation of your Subscription does not affect any obligations or liabilities that have accrued prior to the date of cancellation, including any outstanding fees.

8. Intellectual Property

8.1

All intellectual property rights in the Platform, including its source code, design, features, documentation, and branding, are and shall remain the property of Clinic Membership (Apavai Ltd). Nothing in this Agreement grants you any rights in or to the Platform beyond the limited right to use it during your Subscription.

8.2

You retain all rights in your Member Data and any content you upload to the Platform. By using the Platform, you grant us a limited licence to host, store, process, and display your data solely for the purpose of providing the service to you.

8.3

You may not copy, modify, reverse-engineer, decompile, or create derivative works based on the Platform or any part of it.

9. Liability and Warranties

9.1

The Platform is provided on an "as is" and "as available" basis. While we strive to provide a reliable and high-quality service, we do not warrant that the Platform will be uninterrupted, error-free, or free from vulnerabilities.

9.2

To the maximum extent permitted by law, our total aggregate liability to you under or in connection with this Agreement shall not exceed the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.

9.3

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, whether arising in contract, tort, or otherwise.

9.4

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

9.5

You acknowledge that the Platform is a tool to assist you in managing your business. We are not responsible for the clinical, medical, or professional decisions you or your staff make, or for the agreements you enter into with your Members.

10. Confidentiality

10.1

Each party agrees to keep confidential any information of a confidential nature obtained from the other party in connection with this Agreement. This obligation shall survive termination of this Agreement for a period of two years.

10.2

Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.

11. Force Majeure

11.1

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, internet or telecommunications failures, cyber-attacks, or utility outages.

12. Changes to Terms

12.1

We may update these terms from time to time. For minor administrative changes (such as correcting errors or updating contact details), we will update the terms on our website.

12.2

For material changes that affect your rights or obligations, we will provide at least 30 days' written notice by email. If you do not agree to the changes, you may cancel your Subscription before the changes take effect without penalty.

13. Complaints

13.1

If you are dissatisfied with any aspect of the Platform or our service, please email us via the contact form on our website. We aim to acknowledge complaints within 3 working days and provide a full response within 14 working days.

14. Governing Law

14.1

This Agreement is governed by the laws of England and Wales. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2

Nothing in this Agreement excludes or limits any statutory rights you may have under applicable UK law.

By subscribing to Clinic Membership, you confirm that you have read, understood, and agreed to these Terms and Conditions.

Clinic Membership is a product of Apavai Ltd
clinicmembership.co.uk | Contact us via our website