Gym Software Terms

These Gym Software Terms ("Terms") are an agreement between FitStat Co, a partnership firm registered in Karnataka, GSTIN 29AAKFF9529R1ZA, whose registered address is E 403, Renaissance Reserva, 54, MES Road, Ward 17, Gokula Extension, Muthyala Nagar, Jalahalli, Bengaluru, Karnataka - 560013 ("FitStat", "we", "us"), and the gym business that signs up for FitStat ("you", "the Gym"). They cover the FitStat gym software: the gym app at your own address under fitstat.ai, its kiosks and member portal, and the messages and invoices it sends for you (the "Service"). Our Service Levels and Data Processing Agreement form part of these Terms. The person who signs up confirms they may bind the Gym to them.

FitStat also runs its own gym on the Service. Section 12 says how every Gym's data is kept apart from it.

These Terms are for gym businesses. Members of the public using fitstat.in are covered by our Terms of Use.

1. The licence

• We give the Gym a non-exclusive, non-transferable right to use the Service for its own gym business, for each branch it has paid for, for the period it has paid for.
• FitStat owns the Service: its software, design, documentation, the name and marks "FitStat", and every improvement to them, including those made from a Gym's suggestions. The Gym gets only the right to use it that these Terms give; every other right stays with FitStat.
• The Gym may give logins to its own owners, staff, trainers and accountants. It is responsible for what they do with them and for keeping passwords private.
• The Gym may not resell the Service, copy or reverse-engineer it, try to reach other gyms' data, or use it to send messages people have not agreed to receive.
• Messages the Gym sends through the Service (WhatsApp, email, SMS) are the Gym's own. The Gym follows WhatsApp's and Meta's policies, the telecom (TRAI) rules on commercial messages and any template approvals they need, and sends promotional messages only to people who agreed to get them. We may pause sending that breaks these rules; if we do, we tell the Gym's owner the reason the same day.
• Each branch chooses whether its members hear from it by email, WhatsApp or both; WhatsApp and SMS are optional. Every promotional email the Service sends for the Gym carries an unsubscribe link, and a member who uses it stops getting promotional messages from the Gym. When a member has an email address, the Service emails them a receipt for every payment the Gym records.

2. Free trial

A new Gym gets a free trial of 14 days, once per gym business. Nothing is charged during the trial and no card is taken. When it ends the Gym either pays for a term or the Service becomes read-only as described in section 4. Trial data carries on into the paid term.

3. Plans, prices and payment

• The Service is sold per branch, on the Standard or Premium plan, for a term of 3 months (quarterly), 6 months (half-yearly), 1 year (annual), 2 years or 3 years, at the prices on our pricing page on the day you pay. GST is added at the applicable rate.
• The owner pays from the Billing page in the gym app (or by bank transfer agreed with us). The Gym picks its term there. A term you pay for starts the day after your trial or current term ends, so paying early does not lose days.
• We issue a GST tax invoice for every payment, with the Gym's GSTIN when it is on its details. If the Gym deducts TDS it must send us the certificate within the time the law allows.
• A term is not renewed automatically. We email the owner before it ends.
• Quarterly, half-yearly and annual terms are not refundable once they have started, except where these Terms or the law say otherwise.
• A 2-year or 3-year term is priced below the annual price because it is paid up front. If the Gym leaves early it may ask for a refund: the amount paid, less one twelfth of the annual price of its plan for each month of the term that has started, less an early-exit charge of 10% of what is left. The refund is never below zero and is paid within 30 days of the request, with a GST credit note. For example, a Gym that paid ₹61,200 for 3 years of Standard (annual price ₹24,000, so ₹2,000 a month) and leaves in the 14th month of its term has used 14 months, ₹28,000, leaving ₹33,200; less 10% (₹3,320), it gets ₹29,880 back. No early-exit charge applies when the Gym leaves under section 8, section 11 (FitStat's breach), section 13 or section 4 of the Data Processing Agreement.
• Referrals: when a gym that the Gym referred to us first pays for a term of 1 year or longer, we add 2 months to the Gym's current or next paid term at no charge. The added months are worth at most what the referred gym paid for that term before GST; if they would be worth more (for example because the Gym has several branches), we add the number of days that amount buys at the Gym's annual price instead. A referral counts once, the referred gym must be new to FitStat and must not share an owner email address, phone number or GSTIN with the Gym. If the Gym's paid term has already ended, the months are added to the next term it pays for. The added months have no cash value and are not refunded.
• Launch and promotional offers (for example our Founding 25 offer) apply only on the conditions published or confirmed to the Gym in writing with the offer. Unless an offer says otherwise, it is given only on a 1-year, 2-year or 3-year term and has no cash value. A price an offer locks applies for the period the offer states.
• The owner can add branches from the gym app, up to 25; more are added by us on request. A branch added during the trial or grace period costs nothing until the Gym next pays, when the term covers every branch. A branch added during a paid term is charged for the days left in that term, plus GST, and is set up once that is paid.
• Charges from third parties the Gym connects (its own Razorpay account, WhatsApp conversation charges, SMS, payment gateway fees, biometric hardware) are between the Gym and that provider.

4. When a term is not paid

If the trial or a paid term ends without payment, the Gym has 7 more days in which nothing changes. After that the Service becomes read-only: the Gym can still sign in, see every page and export all its data, and can erase a member's or lead's personal data on request, but cannot add or change records, and the kiosk and member portal stop checking members in. Paying unlocks the Service at once. If the Gym does not pay within 90 days of the end date, we may close the account as described in section 11.

5. The Gym's data

• The Gym owns the data it and its members put into the Service. FitStat processes the personal data in it only on the Gym's instructions, as set out in the Data Processing Agreement.
• The Gym is responsible for having a lawful basis and any consent needed for the personal data it collects, and for the notice it gives its members. The gym app records members' consent and shows the Gym's privacy notice for this.
• The Gym can export its data at any time from the gym app.
• When the Gym imports members, plans or payments from another system or a spreadsheet, it is responsible for having the right to move that data and for checking it is correct; the gym app shows what an import will do before it changes anything. Payments imported from before FitStat keep their old receipt numbers and are not FitStat invoices. Balances owed that the Gym imports show as amounts its members owe, with any due date imported; the Gym checks them before asking a member to pay.
• If the Gym turns on biometric check-in, it gets each person's consent first and offers another way to check in. Fingerprint and face templates stay on the Gym's own device.
• We may use anonymised figures, aggregated across many gyms, to run and improve the Service. They never identify a person, and never show or let anyone work out any one gym's revenue, prices or member numbers.

6. Your web address and own domain

• Each Gym gets an address under fitstat.ai, chosen at sign-up. We may refuse or withdraw an address that is misleading or uses someone else's name or trade mark.
• On Premium (or where agreed in writing) the Gym may also use a domain it owns. The Gym keeps the domain registered and the DNS records we ask for in place; we issue and renew its security certificate. If the records are removed the Gym's fitstat.ai address keeps working. If the Gym moves off Premium, its own domain stops working until it is back on Premium, and the Gym is reached at its fitstat.ai address.

7. Support and service levels

Support hours, response times, availability, service credits and backups for each plan are in our Service Levels. Service credits are the Gym's only money remedy for the Service being unavailable.

8. Changes to the Service and prices

We improve the Service continually and may change features. We will not remove a core feature (members, billing, GST invoices, check-ins, exports) during a term the Gym has paid for without giving 30 days' notice and, if the Gym asks to leave, a pro-rata refund of the unused part of that term with no early-exit charge. New prices apply from the next term a Gym pays for, never to a term already paid, and not while an offer has locked the Gym's price.

9. Our responsibilities and limits

• We will run the Service with reasonable skill and care and keep it secure as described in the Data Processing Agreement.
• The Service helps the Gym run its business; the Gym remains responsible for its own tax filings, its prices, the memberships it sells and its dealings with members. GST figures, reports and exports should be checked by the Gym's accountant.
• The Service charges GST on the Gym's plans only at a branch whose GSTIN is on its details; a branch without one charges no GST and its receipts show no tax. The Gym decides whether it must register for GST and adds its GSTIN when it does; GST then applies to its sales from that day.
• Members' payments go straight to the Gym: through its own Razorpay account, or as cash, UPI to the Gym's own UPI ID, bank transfer or cheque that the Gym records. FitStat never receives or holds the Gym's or its members' money. The Gym checks that a payment has reached it before recording it.
• Except for amounts owed and the data protection claims in the next point, each side's total liability under these Terms in any 12 months is limited to the fees the Gym paid for the Service in those 12 months.
• For claims about personal data, including a breach of the Data Processing Agreement or of our security obligations and our indemnity in section 10, FitStat's total liability to the Gym is limited to 2 times the fees the Gym paid for the Service in the 12 months before the claim, or ₹1,00,000 if that is more. FitStat's total liability for all such claims by all gyms together in any calendar year is limited to ₹10,00,000; if claims in a year exceed it, it is shared between them in proportion to their amounts.
• Neither side is liable for indirect or consequential loss, or lost profits. None of these limits applies to amounts the Gym owes for the Service, or to loss caused by fraud.
• Neither side is responsible for delays caused by events beyond its reasonable control, such as outages of cloud, telecom or payment providers.

10. Indemnities

• FitStat will make good the Gym's loss, including a penalty or compensation it is ordered to pay, caused by FitStat's breach of the Data Processing Agreement or of its security obligations, within the limit in section 9.
• The Gym will make good FitStat's loss, including a penalty or compensation it is ordered to pay, caused by the Gym's failure to give its members notice or get the consent the law needs, data the Gym put into the Service without the right to, unsolicited or unlawful messages the Gym sent, or misuse of the Gym's logins.
• The side asking to be indemnified tells the other promptly about the claim, lets it take part in the defence, and does not settle it without the other's agreement, which will not be unreasonably refused.

11. Ending the agreement

• The Gym may stop at any time by not renewing, or by writing to us. Fees already paid are not refunded except as sections 3, 8 and 13 and this section say.
• If FitStat seriously breaches these Terms and does not put it right within 30 days of the Gym's written notice, the Gym may end the agreement and get a pro-rata refund of the unused part of its paid term, with no early-exit charge.
• We may suspend or end the Service for a Gym that seriously breaches these Terms (for example misuse of members' data or spam) and does not fix it within 15 days of our notice, or at once where the law requires. We tell the Gym's owner the reason for any suspension the same day.
• When the agreement ends, the Gym can export all its data for 30 days. We then delete it within 90 days of the end, except what the law requires us to keep (such as our own invoices and security logs), as the Data Processing Agreement describes.

12. Confidentiality and FitStat's own gym

• Each side keeps the other's non-public business information confidential and uses it only for this agreement.
• FitStat itself runs a gym, and may run more branches, using the Service on the same footing as other Gyms. FitStat never discloses any Gym's data or business information (its members, leads, prices, revenue or plans) to any other gym, including a gym run by FitStat or by any of its partners, and never uses it for their benefit.
• FitStat's staff open a Gym's data only to give support the Gym asked for, or where the law requires, and each such access is recorded in the Gym's audit log. Staff of FitStat's own gym have no access to the Service beyond that gym's own account.

13. Changes to these Terms

We may update these Terms. We will email the Gym's owner at least 30 days before a change that reduces the Gym's rights takes effect; it applies from the next term the Gym pays for. A Gym that objects to such a change may end the agreement before it takes effect and get a pro-rata refund of the unused part of its paid term, with no early-exit charge. Each version is kept on this page by its date, and we keep a record of the version each Gym accepted, when, from which IP address and by which owner email.

14. Governing law and disputes

• These Terms are governed by the laws of India.
• If a dispute arises, either side may write to the other and the owners (or people they authorise) will try to settle it within 15 days.
• If it is not settled, either side may refer it to mediation under the Mediation Act, 2023, which also meets section 12A of the Commercial Courts Act, 2015.
• If mediation does not settle it within the time that Act allows, it is decided by a sole arbitrator appointed by both sides (or, failing agreement, under the Arbitration and Conciliation Act, 1996). The seat of arbitration is Bengaluru, Karnataka, hearings are held online unless both sides agree otherwise, and the language is English. The courts at Bengaluru have jurisdiction over anything the Act leaves to a court, including urgent interim relief.

15. Contact

Sales: call or WhatsApp +91 9606603004. IT support: call or WhatsApp +91 9606635003, or write to hello@fitstat.in (Monday to Saturday, 9 AM to 7 PM IST). Notices under these Terms go to that email address, and from us to the Gym owner's login email. Complaints follow our Grievance Redressal Policy.