Studio Terms

1. Who we are and what this covers

AYVA is operated by AYVA Software (Pty) Ltd, registration number 2022/856769/07, a company registered in South Africa with its registered address at 30 The Greens, 1 Ballito Drive, Ballito, KwaZulu-Natal, 4420 ("AYVA", "we", "us" or "our").

These Studio Terms (the "Terms") form a binding agreement between AYVA and the person or business that registers and operates a studio account on the AYVA platform ("you", "your" or the "Studio"). They apply to your access to and use of the AYVA web application, related services and any associated tools (together, the "Service").

By creating an account, or by using the Service, you accept these Terms. If you are accepting on behalf of a business, you confirm that you are authorised to bind that business.

2. The Service

AYVA provides software that lets you set up a studio, publish sessions, classes, appointment schedules, packages and credits, take bookings from your clients, and collect payments from those clients through our payment partner. AYVA is a software and payment facilitation tool. We do not provide the classes, sessions or other services that you sell, and we are not a party to the agreement between you and your clients.

We may update, add to or remove features from time to time to improve the Service. We will not make changes that materially reduce core functionality you rely on without reasonable notice where practical.

3. Your account and eligibility

You must provide accurate registration details and keep them up to date. You are responsible for all activity that takes place under your account and for keeping your login credentials secure. You must be at least 18 years old and legally able to enter into this agreement.

You are responsible for your staff and any other users you give access to your studio account, and for ensuring they comply with these Terms.

4. Fees, billing and overages

Subscription fees are charged in South African Rand (ZAR) and are stated on your plan within the Service. The following applies to paid plans:

• Paid in advance. Your monthly subscription fee is charged up front for the current billing month. If you start or change to a paid plan partway through a month, the first charge is pro-rated for the remaining days of that month.
• Overages billed in arrears. If your plan includes a booking limit and you exceed it during a month, the additional bookings ("overages") are charged at the per-booking overage rate for your plan. Overages are calculated after month end and added to your next invoice.
• Recurring card payments. Payments are collected automatically from the card you authorise, through our payment partner Paystack, on a recurring basis. You authorise these charges when you start a subscription.
• VAT. AYVA is not currently a registered VAT vendor, and the fees do not include value-added tax (VAT). No VAT is charged on your subscription at this time. If AYVA becomes a registered VAT vendor in future, VAT may be added to the fees at the applicable rate, and we will give you reasonable notice before that takes effect.

5. Failed payments, suspension and lapse

If a scheduled payment fails, we will attempt to collect it again. If the retry also fails, your studio will be placed in arrears and new bookings will be blocked until the outstanding amount is settled. If the amount remains unpaid for 14 days after the final failed attempt, your subscription will lapse and your stored payment authorisation will be removed.

A lapsed studio reverts to the free plan. To resubscribe, any outstanding invoices must first be settled or written off by us. We will keep you informed of payment failures, suspension and lapse by email.

6. Cancelling your subscription

You may cancel your subscription at any time from within the Service. Cancellation takes effect at the end of your current paid billing period, and you keep access until then. Your studio then reverts to the free plan.

Subscription fees already paid for the current billing period are not refundable, and any overages already incurred remain payable. We do not provide pro-rated refunds for the unused part of a billing period. You can reverse a scheduled cancellation before the period ends, provided the current period's invoice is paid.

7. Payments you take from your clients

AYVA lets you collect payments from your clients through Paystack. Funds from client payments are settled by Paystack directly into your own Paystack subaccount, linked to your bank account. AYVA does not hold, control or take ownership of those funds.

You are the merchant of record for everything you sell to your clients. This means you are responsible for:

• Setting your own prices, packages, credits and cancellation thresholds;
• Deciding and applying your own cancellation and refund policy, including any credits or refunds owed to clients;
• Meeting your obligations to clients under South African consumer law, including the Consumer Protection Act and the Electronic Communications and Transactions Act;
• Any chargebacks, disputes, taxes or fees relating to payments you take.

AYVA provides tools to help you apply cash or booking credits within the cancellation thresholds you set, but the decision and responsibility for client cancellations and refunds rests with you. You may publish your own terms of use for your clients. Where you do, your terms apply to your relationship with your clients in addition to our Booking Terms, and your terms govern studio-specific matters such as cancellations and refunds.

8. Your responsibilities and acceptable use

You agree that you will not:

• Use the Service for any unlawful purpose or in breach of any applicable law;
• Misrepresent your business, your services, your prices or your refund terms to clients;
• Upload content that is unlawful, infringing, misleading or harmful;
• Attempt to gain unauthorised access to the Service, interfere with its operation, or circumvent its security or billing;
• Use the Service to send unsolicited marketing in breach of applicable law.

You are responsible for the accuracy and lawfulness of the content, pricing and client information you put into the Service.

9. Personal information

When you use AYVA, AYVA is the responsible party for the personal information relating to your own account and our direct relationship with you. For the personal information of your clients that you collect and process through AYVA, you are the responsible party and AYVA acts as your operator, processing that information on your behalf and on your instructions. Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

You must have a lawful basis for the client personal information you process through AYVA and must comply with the Protection of Personal Information Act, 2013 (POPIA) in your dealings with your clients.

10. Intellectual property

AYVA and all software, design and content that make up the Service belong to us or our licensors. We grant you a non-exclusive, non-transferable right to use the Service for your studio during the term of these Terms. You keep ownership of the content and data you put into the Service, and you grant us the right to host and process it as needed to provide the Service.

11. Availability and warranties

We work to keep the Service available and reliable, but we provide it "as is" and do not warrant that it will be uninterrupted or error-free. To the extent permitted by law, we exclude all implied warranties. Nothing in these Terms limits any rights you have that cannot lawfully be excluded, including under the Consumer Protection Act where it applies to you.

12. Limitation of liability

To the extent permitted by law, AYVA is not liable for any indirect or consequential loss, loss of profit, loss of business or loss of data arising from your use of the Service. Our total liability to you for any claim arising from these Terms or the Service is limited to the subscription fees you paid to us in the three months before the event giving rise to the claim.

We are not liable for the acts or omissions of your clients, for disputes between you and your clients, or for the acts or omissions of Paystack or other third-party providers.

13. Indemnity

You indemnify AYVA against any claim, loss or expense arising from your breach of these Terms, your use of the Service, the services you sell to your clients, or your dealings with your clients, except to the extent caused by our own breach.

14. Suspension and termination by us

We may suspend or terminate your access to the Service if you materially breach these Terms, if your payments remain unpaid, or if we are required to do so by law. Where reasonable, we will give you notice and an opportunity to remedy the breach first. On termination, your right to use the Service ends. We will make your data available for a reasonable period for export, after which it may be deleted in line with our Privacy Policy.

15. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will give you reasonable notice by email or within the Service before it takes effect. Your continued use of the Service after a change takes effect means you accept the updated Terms.

16. Governing law and disputes

These Terms are governed by the laws of the Republic of South Africa. You and AYVA submit to the non-exclusive jurisdiction of the South African courts. Before going to court, both parties will try in good faith to resolve any dispute by negotiation.

17. Supplier and contact details

The following details are provided in line with section 43 of the Electronic Communications and Transactions Act, 2002:

• Legal name: AYVA Software (Pty) Ltd
• Registration number: 2022/856769/07
• Registered address: 30 The Greens, 1 Ballito Drive, Ballito, KwaZulu-Natal, 4420, South Africa
• Website: https://ayva.co.za
• Email: support@ayva.co.za

For any questions about these Terms, contact us at support@ayva.co.za.