Business Terms · Data Processing Agreement · User Terms · Privacy Policy · Legal Notice
1. Parties and scope
These Business Terms govern business subscriptions to Naayya S.A.R.L.-S, 13 Rue Dideschpont, L-3622 Kayl, Luxembourg, RCS B293244, VAT LU37127152. They apply when incorporated into an order form or another agreement accepted by both parties. They do not govern consumer purchases of a studio’s services.
2. Your agreement
Your order form identifies the business, subscribed services, price, currency, subscription start date, billing frequency and term. Mandatory law takes precedence. The Data Processing Agreement prevails for conflicts about personal-data processing; an expressly agreed commercial variation in the order form prevails over these Business Terms. Website updates do not automatically amend a signed agreement.
3. Services and accounts
We provide the subscribed software and support described in your order form. You retain ownership of your business data. You are responsible for authorised users, account credentials, lawful content and the services you provide to your customers. You must not misuse the platform, infringe others’ rights or circumvent security controls. We retain rights in the software and grant access for your internal business use during the subscription.
4. Fees and payments
Subscription fees, applicable taxes, payment-processing charges and any usage-based or optional services are stated in your order form or a separately accepted price schedule. Processing charges are separate from subscription fees. Your customer transaction proceeds are not Naayya subscription revenue. No client-specific payment rate or feature bundle is established by these general terms. Price changes require the notice and agreement process applicable to your order form.
5. Support
Report incidents to support@naayya.com or the designated in-product support channel. Support is available Monday to Friday, 09:00 to 17:00 Luxembourg time, excluding Luxembourg public holidays. A critical incident is an unplanned failure preventing core booking, payment or client-account access for your business without a reasonable workaround. For a critical incident reported during support hours, we start investigating within three hours of the report and confirm this to you with a human response; a report received outside support hours is treated as received at the start of the next support day. If a critical incident cannot be resolved on the same or the next working day, we inform you of the status by the end of the following working day. Other support requests receive an initial human response by the end of the next working day. An automated receipt alone does not meet these commitments.
6. Resolution and availability
We prioritise critical incidents, use commercially reasonable efforts to restore service or provide a workaround, and communicate material progress. Response times are not guaranteed resolution times. We will give reasonable advance notice of planned maintenance where practicable; urgent security work may require immediate action. No uptime percentage or automatic service credit applies unless expressly agreed in your order form. Other contractual and mandatory legal remedies remain available. Support deadlines do not postpone security-incident notifications or other duties under the DPA or law.
7. Confidentiality and personal data
Each party protects the other’s non-public business information and uses it only to perform the agreement or as lawfully authorised. Disclosure is limited to persons who need access and are subject to appropriate confidentiality obligations, or as required by law. Confidentiality does not cover information lawfully public, independently developed or lawfully obtained without restriction. Personal-data processing on your instructions is governed by the DPA, including its security and assistance obligations.
8. Liability
To the maximum extent permitted by applicable law, Naayya’s total aggregate liability to the business arising out of the agreement, including its DPA, shall not exceed subscription fees actually paid by that business in the twelve months immediately preceding the first event giving rise to the claim or related series of claims. The cap applies in aggregate, not separately to each claim. Subscription fees exclude taxes, payment-processing charges, customer transaction principal, messaging usage charges and one-off professional-service fees. No separate higher contractual cap applies to confidentiality, data-protection or security claims.
8.1 Exclusions and mandatory rights
To the maximum extent permitted by applicable law, Naayya is not liable for indirect or consequential loss, including loss of profit, revenue, business opportunity or goodwill. Nothing excludes or limits liability for fraud, wilful misconduct, gross negligence or any other liability to the extent it cannot lawfully be excluded or limited. These provisions do not restrict statutory data-subject rights or supervisory-authority powers. The damages cap does not authorise withholding customer proceeds, legally due refunds or required data return.
9. Term, suspension and termination
The subscription term, renewal and ordinary termination notice are stated in your order form. Either party may terminate for a material breach not remedied within thirty days after written notice identifying the breach, or sooner where mandatory law permits or requires. We may restrict access where reasonably necessary to address unlawful use, an immediate security threat or a legal requirement, proportionately and with notice where lawful and practicable. Termination does not remove accrued payment obligations or the data-return duties in the DPA.
10. Exit and data export
On request, we provide a standard export of the business data we hold in commonly readable CSV and/or JSON formats, including customer records, future bookings, booking and attendance history, memberships, purchased packages, remaining credits, expiry dates and payment records with available association identifiers. Full payment credentials we do not hold or cannot lawfully disclose are excluded. One standard exit export is included without additional charge. Bespoke transformations or migration work require separate agreement. The DPA describes request, return and deletion periods.
11. Governing law and disputes
The agreement is governed by Luxembourg law, subject to overriding mandatory law. The competent courts of Luxembourg City have exclusive jurisdiction over business disputes to the extent permitted by law. Before starting proceedings, the parties will seek in good faith to resolve the matter through their designated contacts. This does not prevent urgent relief or steps needed to preserve a claim or meet a legal deadline.
12. Versions and contact
The order form identifies the version of these terms and the DPA accepted by the parties. Keep a copy with your agreement. Later website versions do not replace your accepted version without the agreed change process. Contact support@naayya.com for support and contractual questions.