StudioFlow Customer Agreement
Version 1.3
1. Who we are
This agreement is between you and OHTOOWON LIMITED, trading as StudioFlow. OHTOOWON LIMITED is a private company limited by shares, registered in Ireland, company number 817254, with its registered office at 119 The Oaks, Douglas, Cork, T12 TF38, Ireland. StudioFlow is a business name registered by OHTOOWON LIMITED. VAT number: 4746250WH. You can reach us at info@studioflow.ie. In this agreement, "StudioFlow", "we", "us" and "the team" mean OHTOOWON LIMITED, and "you" and "your studio" mean the business that opens a StudioFlow account. By ticking the acceptance box at signup, or by using StudioFlow, you agree to these terms and to the Data Processing Addendum (the "DPA", published at studioflow.ie/legal/dpa), which forms part of this agreement.
2. What StudioFlow is
StudioFlow is software for running a gym or studio: bookings, memberships, billing through your own Stripe account, member communications and retention tooling. We provide it as a service at studioflow.ie. In this agreement, a "member" is a customer of your studio, and "studio data" is the data you and your members put into StudioFlow.
3. Business customers only
You confirm that you are entering this agreement in the course of a trade, business, craft or profession (including as a sole trader or partnership), that you are acting wholly or mainly for business purposes, and that you are not a consumer for the purposes of consumer protection law. StudioFlow is not offered to consumers.
4. Your account
You confirm that the details you give are accurate and that anyone you invite as staff is authorised to act for your studio. You are responsible for what happens under your account and for keeping sign-in credentials safe. Tell us promptly if you believe your account has been compromised.
5. Bands and fees
StudioFlow is billed in bands. Bands differ by active member count and by nothing else: every feature is included in every band. The published bands are:
- Starter: EUR 79 a month, up to 50 active members.
- Growth: EUR 149 a month, up to 150 active members.
- Pro: EUR 249 a month, up to 250 active members.
- Studio Plus: EUR 449 a month, unlimited active members.
An active member means a member of your studio who, at the moment we count, holds a current entitlement to book: an active membership, or unused class credits, on a member record that is neither archived nor erased. Members who have lapsed, been archived, or been erased do not count, and there is no charge for keeping them on your list. This is the same rule the software itself applies, and you can see the exact list of members behind your own count inside your account at any time.
Fees are billed monthly in EUR through Stripe. All fees are exclusive of VAT; VAT is added at the applicable rate and shown on your invoice. If a payment fails we retry and tell you; if it keeps failing we may suspend the account until it is settled. We do not charge late fees or interest. No minimum term: you can cancel any month, effective at period end. We do not refund partial months except where this agreement or the law says otherwise.
Your first month is free. During that month your account is not capped, and the count we take at the end of it is what sets your first paid band, so what you tell us about your size when you sign up affects nothing you are charged.
6. How your band is set, and how it changes
We count your active members four days before each monthly billing date and place you on the band that count falls into. This happens in both directions: if your count grows past your band you move up, and if it falls you move down, at the same speed and with no action needed from you. You never have to ask for an upgrade or a downgrade, and there is no charge, penalty or minimum period attached to moving in either direction.
Before any band change takes effect we email your account address with the count we took, the date we took it, the band it puts you on and the date the new price starts. No band change is ever billed without that notice having been sent first. The new price applies from your next monthly billing date; we do not charge a mid-month adjustment for a band change, and moving band does not change your billing date.
The count is a point-in-time measurement. If your active member numbers rise and fall between measurements, only the figure at the measurement matters, and going over a band between measurements is not a breach of this agreement and never restricts your use of the software.
If you think a count is wrong, tell us at info@studioflow.ie and we will look into it. If you raise it before the billing date named in the notice, we will not bill the changed band until it is resolved. If you raise it within 30 days after the invoice and we agree the count was wrong, we will correct it and credit or refund the difference.
We may agree to hold your studio at a particular band regardless of your count, for example as a goodwill arrangement or while something is being sorted out. Where we do, we record the band, the reason, who agreed it and the date it ends, you can see that it is in place on your billing page, and it is honoured automatically until it ends. When it ends your band returns to following your count, with the same notice as any other change.
Separately from banding, we can change the published band prices themselves with at least 30 days' notice by email. A new price applies only from your next monthly billing date after the notice period ends, and we will not increase the price of the band you are on more than once in any 12 months. If you do not want a new price, cancel before it takes effect and you pay nothing further.
7. Email and SMS
Email sends are included in your band for running your studio: booking confirmations, reminders, receipts, member communications, and marketing to your own members who have opted in. We send email through our own provider, and there is no separate charge for it.
SMS works differently, and is optional. If you want to text members, you connect your own Twilio account in your settings and Twilio bills you directly for the messages you send. We do not charge you for SMS and we do not add a margin to Twilio's charges. If you do not connect a Twilio account, StudioFlow does not send SMS. When you do send SMS, we pass your member's number and the message to your own Twilio account on your instruction.
Fair use applies to the email we include. If sending goes far beyond normal patterns for a studio of your size (for example bulk messaging to purchased lists, or use unrelated to your studio), we will contact you first and may slow or pause sends while we sort it out together. We handle overuse through this fair use process, by talking to you and slowing sends if needed, never by a surprise bill.
8. Your data, and your members' data
Your studio's data belongs to you. For personal data about your members, leads and staff, you are the controller and we process it for you under the DPA. You can export your studio's data, free, in a machine-readable format, whenever you like, including the day you leave, and we do not hold your data back over an unpaid bill: if your account is suspended, ask us and we will run the export for you.
You are responsible for having a lawful basis for the member data you put in. That includes marketing consent, which the product records and enforces on every send: unsubscribe links on the email we send, and, for the SMS you send through your own Twilio account, opt-out (STOP) handling on that account. You are also responsible for any health-related information you choose to collect through intake forms (see the DPA for what that involves). You are the sender of every marketing message you send through StudioFlow; we keep the consent records so you can prove your position if the Data Protection Commission ever asks.
When you join, we will migrate your existing data into StudioFlow for you, free: your members, your class schedule, your membership plans and, where they can be moved across, your recurring subscriptions. To do this you give us an export from your current system, and we handle the personal data in it as your processor under the DPA, including where that work happens before your StudioFlow account is live. You confirm you are entitled to give us that data for this purpose and that the people in it have been given the privacy information they are owed. We set the migration up in a separate account for you to check before you go live, and we carry your marketing-consent records across so your list arrives usable. Moving your own data in instead is always fine; the free migration is an offer, not a condition of using StudioFlow.
9. Your members are your customers
Your members are your customers, not ours. You set your prices, membership terms and refund policy, and you are responsible for the services you provide at your studio. Member payments settle to your own Stripe account, so refunds and chargebacks are between you, your member and Stripe under Stripe's rules. We are not a party to your contracts with members, and claims that arise from your services (including injuries at your studio) are yours to handle, though we will help with records and data where we reasonably can.
10. Third-party services
Payments run on Stripe: by connecting a Stripe account you accept Stripe's terms, including the Stripe Connected Account Agreement, directly with Stripe. Third-party services (including Stripe) are provided by their owners under their own terms, and we are not responsible for their acts, outages or fee changes, though we will work around problems where we reasonably can.
11. Acceptable use
Do not use StudioFlow to break the law, to send marketing to people who have not consented, or to store content you have no right to hold. Do not probe, overload or interfere with the service, copy or reverse engineer the software, resell StudioFlow or run it for businesses that are not on your account, or use it to build a competing product. We may suspend an account that puts other studios, members or the service at risk, and we will tell you why.
12. AI-assisted drafting
Some features draft suggested text (for example retention outreach emails). Suggestions are generated with the help of an AI provider, are always shown to a human for review, and nothing is sent to a member without a person at your studio approving it. Member data handled this way is not used by us or our provider to train the underlying models.
13. Ours and yours
We own StudioFlow, its name, mark and code. You own your data and your studio's branding. If you send us feedback we can use it without obligation. We will not name your studio as a customer in our marketing without asking you first, and you can say no or change your mind at any time.
14. Service, support and beta features
We work to keep StudioFlow available, secure and improving, and we provide support by email at info@studioflow.ie. We deploy changes continuously. The service is provided with reasonable skill and care; beyond that, and to the extent the law allows, it is provided as-is. If StudioFlow materially stops doing something these terms promise and we cannot put it right within 30 days of your report, you can cancel immediately and we will refund the unused part of what you have paid for. Features marked beta or early access are provided as-is, may change or be withdrawn, and are excluded from the promises in this section.
15. Liability
Nothing in this agreement excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud, or for anything else that cannot legally be limited. Subject to that, neither of us is liable to the other for indirect or consequential loss, loss of profits, loss of revenue, loss of anticipated savings or loss of goodwill. Each party's total aggregate liability arising out of or in connection with this agreement is capped at the fees you paid us in the 12 months immediately before the event giving rise to the claim. Two exceptions: your obligation to pay fees properly due is not limited by this section, and for all claims together arising from our breach of the DPA or a personal data breach we are responsible for (including one caused by a sub-processor we answer for under the DPA), a single higher aggregate cap of twice the standard cap applies in place of the standard cap, not on top of it. Claims under the indemnities in section 16 are subject to the same caps.
16. Indemnities
If someone claims that StudioFlow itself infringes their intellectual property, we will defend that claim for you and pay what a court finally awards or we agree in settlement; we may instead modify or replace the affected part so it no longer infringes, or, if neither is reasonably possible, end the agreement and refund anything prepaid for the period after the end date. This promise does not cover claims arising from your data or from combining StudioFlow with things we did not supply. In return, if someone brings a claim against us that arises from your studio's services to your members, your content, or marketing you sent without a lawful basis, you will do the same for us. Neither promise covers a claim caused by the other side's own breach of this agreement, each is subject to prompt notice, control of the defence by the defending party, and reasonable cooperation, and what is spent defending and settling counts toward the caps in section 15.
17. Leaving and switching
You can cancel any time, effective at period end. We can end the agreement with 30 days' notice, or immediately for serious breach or non-payment after warning. When the account closes, you have 30 days to export your data (free, machine-readable, covering the categories listed in section 2 of the DPA), and we will give reasonable help if you are moving to another provider, at no charge for switching. After the export window we delete studio data as the DPA describes. If we ever have to wind StudioFlow down, we will give you as much notice as we reasonably can, keep your export rights open for at least the 30-day window, and your data stays hosted in the EEA until it is deleted. Sections that by their nature survive (data export and deletion, the DPA until deletion completes, confidentiality, liability, indemnities, governing law) survive.
18. Changes to these terms
If we make a material change we will give at least 30 days' notice by email before it takes effect. Changes are not retroactive. If a change materially reduces the service or increases what you pay, you can cancel before it takes effect and we will refund anything prepaid for the period after cancellation. Continuing to use StudioFlow after the effective date means you accept the change.
19. Confidentiality
Each of us may learn non-public information about the other through this relationship (for example your member numbers and business data, or our security details and product plans). Neither of us will use the other's non-public information except to perform this agreement, or share it except with people who need it and are bound to keep it confidential, or where the law requires disclosure. Anything you receive under the DPA's audit section is confidential too. This section survives the end of the agreement.
20. General
This agreement plus the DPA is the whole agreement between us about StudioFlow. Neither side is liable for failure caused by events genuinely outside their control, though nothing excuses paying fees already due. Neither of us can transfer this agreement without the other's consent, except that either of us may transfer it, with notice, as part of a sale of substantially all of our business, and your protections travel with any transfer. If part of these terms turns out to be unenforceable, the rest still stands. If either of us does not enforce a right straight away, we have not given it up. Notices go to info@studioflow.ie and to your account email; these terms are available to store, print and reproduce at studioflow.ie/legal/agreement. A notice sent by email counts as received the next business day (business days meaning weekdays that are not Irish public holidays), and email counts as writing wherever this agreement or the DPA asks for it. Irish law governs, and the Irish courts have exclusive jurisdiction.
Last updated: 5 August 2026.
The Data Processing Agreement forms part of this agreement. Questions: info@studioflow.ie.