Gili Terms and Conditions

Last updated: 13 October 2026

1. The agreement

These Terms govern use of Gili, operated by Starmaur Nigeria Limited, incorporated in Nigeria with registration number RC 1804391, at 12B Admiralty Way, Lekki, Lagos, Nigeria. Contact us through Gili’s in-app support or at support@gili.app.

In these Terms, Gili, we and us mean Starmaur Nigeria Limited. You means the person using the platform or the organisation on whose behalf that person is authorised to act. An organisation is a fitness studio, event organiser or independent trainer business using Gili. A member uses an organisation’s services. A payer makes a payment, whether for themselves or another authorised beneficiary.

These Terms become your agreement with Starmaur when you affirmatively accept them through the applicable account, organisation setup or transaction process. If you accept for an organisation, you represent that you are authorised to bind it. The organisation-specific obligations and Appendix A apply to organisation customers. An individual member does not become responsible for an organisation’s contractual obligations merely by joining it.

Our Privacy Policy explains information handling. Acknowledging it is separate from any specific consent required for a particular use of personal information. Appendix A forms part of the organisation’s agreement with us. A separately signed agreement may amend commercial provisions expressly, but cannot displace mandatory law or reduce statutory privacy and consumer rights.

2. What Gili provides

Gili provides software for organisations to manage memberships, member relationships, payments, attendance, events and training services. Available features depend on the services enabled for the relevant organisation.

The organisation provides the underlying fitness, training or event service. It is responsible for the service it sells, its staff and professional qualifications, premises, safety arrangements, programme content, scheduling, eligibility requirements and service-specific policies, subject to applicable law.

Gili provides the platform and receives and administers payments on behalf of organisations. Gili is responsible for communicating payment transaction status and performing its own obligations under these Terms. The organisation’s responsibility for its services does not excuse a failure by Gili to perform the platform or payment obligations that Gili has undertaken.

An organisation’s policies may govern its services and its use of member information. They do not override these Terms concerning Gili’s own obligations, or any mandatory right of a member or payer.

3. Eligibility and account responsibilities

You must be 18 or older to use Gili. Organisations must not register under-18 members contrary to this rule.

Provide accurate information and keep it reasonably up to date. Keep your credentials secure, use only accounts and permissions you are authorised to use, and notify support promptly if you believe an account has been compromised. An organisation must manage its staff permissions and remove access when it is no longer authorised.

A person making a payment or providing information for someone else must have appropriate authority. Supplying another person’s information does not establish consent or authority where the law requires additional steps.

4. Organisation responsibilities

Each organisation must:

• Accurately describe its services, prices, availability, membership conditions and any relevant qualifications or restrictions.
• Supply correct settlement details and notify Gili of authorised changes. It must have authority to receive the funds paid for its services.
• Give members accessible service terms and a privacy notice, including relevant cancellation, refund and retention information.
• Establish lawful grounds for information collected about members, trainers, emergency contacts and other people, and comply with Appendix A.
• Use only content and information it has the right to provide, and manage staff access responsibly.
• Respond to payment and refund matters promptly enough for the applicable Gili processing commitment to be met.

Permission to use Gili is not a professional accreditation or a guarantee by Gili of an organisation’s underlying services.

5. Memberships, bookings and service rules

The organisation sets its service prices, membership periods, access conditions and service-specific rules. Cancellation, pauses, expiry and termination are largely governed by those rules, within the functions and disclosed limits available on Gili.

Conditions materially affecting a purchase must be available before the payer commits to it. A platform limit that materially affects use of a membership or booking must also be clearly disclosed. Organisations must not rely on a hidden policy or apply a new restriction retrospectively to defeat an existing entitlement unlawfully.

A membership or booking has the status shown by the applicable payment and activation records. Payment status and a membership’s activation status may be different. A pending payment is not confirmation that the processor has completed collection. An organisation remains responsible for any service-access decision it makes independently of the platform record.

Currently, renewal requires a new payment initiated by the payer. These Terms do not authorise automatic recurring debits. Any future automatic payment arrangement would require its own clear disclosure and authorisation.

6. Fees and payment authorisation

Applicable fees may include platform fees and payment-processing charges. The amounts are those disclosed in the applicable fee schedule, agreed commercial arrangement or transaction summary provided by Gili and accepted before the relevant charge. Pricing information forms part of the agreement for that service or transaction.

The organisation chooses its fee setting:

• Inclusive: applicable fees are deducted from the organisation’s proceeds.
• Exclusive: the payer pays the applicable fees in addition to the organisation’s service price.

The payer sees the exact total, including applicable fees, before authorising payment. Authorisation permits collection of that disclosed amount for the selected transaction. It does not authorise unrelated future charges.

Gili will give organisations at least one month’s notice before changing Gili’s fees, through the platform or their registered contact details. Changes apply to future services or transactions and do not alter amounts already accepted for an existing transaction.

7. Collection and settlement

The organisation appoints Gili to receive and administer payments on its behalf and settle the amounts due to its authorised settlement account, after applicable disclosed deductions. Successful collection by Gili discharges the payer’s payment obligation to the organisation for the amount collected, subject to any lawful reversal. The organisation must not demand the same payment again merely because onward settlement is pending.

A working day means Monday to Friday, excluding public holidays observed in Nigeria. Settlement timing is measured using UTC, with the day ending at midnight UTC.

The following schedule applies after the payment provider confirms successful collection and Gili has valid, authorised settlement details. For this schedule, settlement means Gili initiating the payout through the provider; the time at which funds appear in the receiving bank account depends on the provider and bank.

Gili is responsible for funding payouts due under this schedule, including when collected funds are not yet available. Provider or bank restrictions, failed transfer processing, incorrect settlement details or binding legal requirements may delay a payout. Gili will use reasonable efforts to address matters within its control. These dependencies do not permit Gili to retain money without a lawful basis or treat its funding commitment as discretionary.

An organisation must keep its settlement details accurate and authorised. A payment or settlement restriction imposed by law, a competent authority or the provider’s binding requirements must be handled lawfully. Such a restriction does not transfer ownership of the organisation’s money to Gili or release amounts owed without a lawful basis.

8. Transaction issues and reversals

Contact in-app support or support@gili.app with the relevant reference if a payment or settlement status appears incorrect. Keep the payment record and avoid sending card PINs, bank authorisation codes or unnecessary sensitive credentials.

Organisations and payers must reasonably cooperate with reconciliation and payment-dispute enquiries. A bank or payment-provider reversal, chargeback or binding legal refund requirement is distinct from an organisation’s discretionary refund decision. An organisation’s approval is not a condition for a remedy mandated by law or a binding payment-provider process.

Where a payment already settled to an organisation is subsequently reversed, the organisation must repay the corresponding amount and any lawfully applicable, disclosed charges, except to the extent the loss was caused by Gili’s own breach or fault. Subject to applicable law, Gili may recover a due amount from future settlements after giving the organisation notice and relevant supporting information. The organisation may supply evidence or contest an error, subject to binding provider processes and deadlines. Gili will not impose an undisclosed penalty or debit a payer without authority.

9. Refunds

The organisation decides whether to approve a refund for its services, subject to applicable law and mandatory payer rights. Gili collects on its behalf and does not independently decide the organisation’s discretionary refund policy.

The organisation initiates the refund through Gili and supplies the refund amount. This funding obligation also applies where the original payment has already been settled to the organisation.

The processing period for an organisation-approved refund is up to 14 working days from approval, and it may be completed sooner. The organisation must provide the refund amount promptly enough for the funding and Gili’s processing to fit within that overall period. Processing within this period depends on timely organisation funding and the relevant provider accepting and completing the instruction. Credit to the payer’s account also depends on the receiving bank or payment method.

If the organisation fails to fund the refund, it remains responsible for the approved amount and any mandatory remedy. Gili is not required to advance an organisation’s discretionary refund from its own funds unless separately agreed or required by law. These conditions do not excuse Gili’s own breach or restrict remedies for erroneous or unauthorised payments, binding reversals or other statutory entitlements.

Refund charges may apply under the organisation’s policy only where they are lawful, fair and disclosed before the original purchase. Organisations must make their refund conditions and possible deductions available to the payer before payment. Gili may process lawful deductions under those conditions.

These Terms do not restrict mandatory rights relating to cancellation, non-delivery, deficient services, unauthorised payments or other statutory remedies.

10. Acceptable use

You must not use Gili to commit fraud or unlawful acts, impersonate another person, misuse someone else’s information, submit malicious code, circumvent account or organisation access controls, interfere with platform operation, or obtain or disclose information without authority. You must not publish content that infringes another person’s rights or submit deliberately misleading payment or service information.

An organisation must not use the platform to evade its legal duties, including duties concerning consumer rights, data protection or the services it provides. These restrictions do not prevent a person from lawfully exercising privacy rights, complaining to a regulator or reporting wrongdoing.

11. Content and intellectual property

Gili and its licensors retain rights in the platform software, design and other Gili materials. Using the platform does not transfer those rights to you.

You and your relevant licensors retain rights in content you provide. You grant Gili a non-exclusive licence, limited to operating and delivering the service, to host, process, reproduce as technically necessary and display that content to its intended audience. This includes use by service providers needed to deliver those functions. It does not permit sale of personal information or unrestricted commercial reuse of your content.

Public organisation pages and event information are visible to the audience selected through the applicable feature. Organisations are responsible for ensuring they have authority to publish the information they submit, including photographs or information concerning another person.

Using a customer logo, testimonial or identifiable user content for Gili’s separate marketing requires separate permission. No AI-training licence is granted by this clause. Feedback may be used to improve the service, but personal information in it remains subject to applicable data-protection requirements.

12. Suspension and ending use

Gili may restrict or suspend access where reasonably necessary to address a credible security risk, fraud, unlawful use, a material breach of these Terms, failure to pay an agreed amount when due, or a binding legal requirement. The restriction should be proportionate to the issue. Where practicable, Gili will explain the reason and give a reasonable opportunity to correct a remediable breach. Urgent action may precede notice where necessary to protect people, funds or systems, or comply with law.

You may ask support to review a restriction. Gili may terminate an agreement for a material breach that remains unresolved after reasonable notice, or where the issue makes continued service unlawful or unsafe. A restriction does not extinguish money owed, approved refunds, applicable privacy rights or rights to challenge the action.

An individual may request account closure through support. Closure does not automatically cancel an organisation’s service agreement, create a refund entitlement, or erase organisation-controlled member records. Applicable membership cancellation and privacy requests must be addressed separately.

An organisation ending its use of Gili may request a usable copy of organisation-controlled data. Gili will provide reasonable assistance with return of that data, subject to verification, other people’s rights and binding legal restrictions. The parties will agree appropriate handover arrangements before scheduled deletion.

Retention and deletion then follow the Privacy Policy and Appendix A. Legal preservation must be limited to necessary records. Termination does not authorise erasure needed to defeat an outstanding claim or a lawful retention obligation.

13. Service availability and care

Gili will use reasonable care and skill in providing the platform. Functions may be interrupted by maintenance, network faults or external services. Except where separately agreed in writing, Gili does not guarantee uninterrupted or error-free operation, a particular uptime percentage, a support response time or an automatic outage credit.

To the extent permitted by law, Gili is not responsible for a delay or failure caused by an event beyond its reasonable control, including an external provider failure, communications or power disruption, natural event or binding governmental restriction. Gili must use reasonable efforts to resume affected performance. This provision does not excuse a failure to exercise required care, remove money owed or displace a legal duty to protect information.

This provision does not remove the stated payment and refund obligations, the duty to protect information, or rights and remedies imposed by law. Gili does not promise a fitness result, medical outcome, attendance level or other outcome from an organisation’s underlying services.

14. Responsibility, liability and business claims

Each party is responsible for its own obligations and acts. Organisations remain responsible for the services they provide; Gili remains responsible for the platform and payment obligations it undertakes.

Business liability limit: To the extent permitted by law, Gili’s aggregate liability for ordinary claims arising from an organisation’s business use of the platform is limited to the Gili platform fees paid or payable and attributable to that organisation during the 12 months preceding the event giving rise to the claim. Organisation service payments collected on its behalf, and amounts passed to external processors, are not Gili platform fees for this calculation. This limit does not apply where no platform fees are payable, to an individual’s personal use, or where it would be unlawful or unfair under applicable mandatory protections. A separately agreed written business agreement may provide a different lawful limit.

Business loss exclusion: To the extent permitted by law, Gili is not liable for indirect or consequential losses from business use, including lost business opportunities or profits to the extent they constitute such losses.

Exceptions: Neither the limit nor the exclusion applies to money Gili must settle or repay, its settlement-funding commitment, fraud, deliberate misconduct, gross negligence, injury for which liability cannot lawfully be excluded, or statutory consumer or data-protection liability that cannot lawfully be limited. Nothing here waives a mandatory right or a remedy that the law requires.

Organisation indemnity: An organisation will reimburse Gili for reasonable loss and costs from a third-party claim to the extent caused by that organisation’s unlawful service, rights-infringing content, unauthorised processing instructions or material breach of Appendix A. This does not extend to loss caused by Gili’s own breach, negligence or unlawful acts, and is not imposed on an individual merely using a membership.

Gili must give prompt notice of a relevant claim and reasonable opportunity to participate in its defence. A settlement requiring an admission, payment or non-monetary obligation by the organisation requires its consent, which must not be unreasonably withheld. These provisions remain subject to mandatory fairness and liability rules.

15. Changes and communications

Gili will give reasonable advance notice of material changes through the platform or your registered contact details. A shorter notice period may be necessary to comply with law or address an immediate security threat. Fee changes remain subject to the minimum notice in section 6.

Changes apply prospectively. Where a material change needs affirmative agreement, Gili must obtain it. Where new data processing needs consent, changing these Terms does not provide that consent by itself. If an organisation declines a material commercial change, it may end future use and request the applicable data handover without losing rights or amounts already accrued.

16. Complaints, governing law and disputes

Nigerian law governs these Terms. You may raise a platform dispute through in-app support or support@gili.app so the parties can attempt to resolve it. Unresolved disputes may be brought before a Nigerian court with jurisdiction.

Contacting support is not a condition for obtaining urgent relief, making a statutory complaint or taking action needed to preserve a claim.

You retain the right to contact the appropriate regulator, including the Nigeria Data Protection Commission or Federal Competition and Consumer Protection Commission, as relevant. An organisation’s refusal to approve a discretionary refund does not prevent a statutory complaint.

17. General provisions

If a provision is unenforceable, it is restricted or severed only to the extent permitted by law, and the remaining lawful provisions continue. A failure to enforce a provision on one occasion is not a permanent waiver. No transfer of the agreement removes accrued payment obligations or required data safeguards. An assignment by Gili must not materially reduce agreed protections and must be communicated where required.

These Terms, Appendix A and any expressly applicable signed agreement govern the platform relationship. They do not cancel mandatory rights or representations that cannot lawfully be excluded. An organisation’s conditions govern its underlying services only to the extent they are lawful and consistent with the applicable platform agreement. Provisions concerning accrued payments, refunds, necessary confidentiality, lawful retention, claims and dispute resolution continue to the extent necessary after termination.

Appendix A — Organisation Data-Processing Terms

A1. Scope and roles

This Appendix forms the data-processing agreement between Starmaur Nigeria Limited, identified in section 1, and the organisation identified by the account and authorised acceptance of these Terms. It applies when Gili processes personal information on that organisation’s behalf. The organisation is the controller for that processing and Gili is its processor. Where either party determines a separate purpose, its controller obligations apply. Starmaur’s own account, financial, security and legal processing remains subject to its separate obligations.

The processing covers storage, organisation, retrieval, use within authorised functions, transmission to authorised recipients and deletion needed for enabled membership, enrolment, attendance, trainer, event and payment-administration functions. It lasts for the service relationship and the applicable handover or lawful retention period. Processing locations are described in the Privacy Policy and relevant provider information. The primary production database, backend and file-storage infrastructure are configured in the EU.

People concerned may include members, payers, trainers, organisation personnel, event participants, emergency contacts and people lawfully invited to join. Information categories are those in the Privacy Policy, as relevant to enabled features. Health or other sensitive information is within scope only where an available function permits it and the organisation provides lawful instructions and the required safeguards. Children are outside the permitted platform eligibility.

A2. Organisation instructions and lawful collection

The organisation’s authorised use and configuration of Gili, together with documented instructions accepted by Gili, constitute its processing instructions. Additional instructions may be given through an authorised support request. Gili will process organisation-controlled information only on lawful instructions, except where a binding legal obligation requires other processing. Where legally permitted, Gili will tell the organisation about such an obligation.

The organisation must establish the lawful basis, give necessary privacy information, collect only appropriate information, obtain consent where required, and have authority for data supplied about other people. Sensitive information requires the additional conditions prescribed by law. Acceptance of this Appendix is not a substitute for the member’s consent where that is required.

Gili will inform the organisation if an instruction appears unlawful and may pause the affected processing while the issue is resolved. The organisation must not instruct indefinite or unlawful retention or use the platform to obstruct a person’s rights. Each party must maintain the registrations and compliance measures applicable to its role, and provide reasonable assistance with required impact assessments.

A3. Confidentiality and safeguards

Gili will restrict access to authorised purposes and require appropriate confidentiality obligations for personnel processing organisation information. Security measures must reflect the information’s sensitivity and the risks of unauthorised access, disclosure, loss or misuse, including risks concerning retained copies and international processing. Gili will provide appropriate security information where needed to assess compliance, while protecting details that could compromise security.

Each party is responsible for insurance required by law or separately agreed in writing. This Appendix makes no representation that a particular insurance policy or independently audited certification is held.

A4. Other processors and international transfers

The organisation authorises Gili to engage processors needed for hosting, databases, storage, authentication, communications, analytics where lawfully applicable and other enabled service functions. Gili will provide relevant information about engaged processors and processing locations on request, and require appropriate written data-protection obligations from processors acting on its behalf. A provider acting as an independent controller remains responsible for its own processing obligations.

Gili will notify organisations of a material new processor or replacement and provide a reasonable opportunity to raise a substantiated data-protection objection before the relevant processing begins, subject to urgent lawful continuity or security requirements. The parties will seek a reasonable resolution to an objection, including an alternative arrangement or ending the affected function with an appropriate handover. This does not permit a processor to begin processing without the required safeguards.

International transfers must have an applicable lawful basis and appropriate safeguards. Gili will provide reasonable information about those safeguards on request.

A5. Requests, incidents and compliance assistance

Gili will reasonably assist the organisation with lawful access, correction, portability, restriction, objection and erasure requests involving the information processed on its behalf. It will pass a relevant request to the organisation where an instruction or decision is needed, while fulfilling its own legal obligations. Neither party may use the other party’s role to defeat the request.

On becoming aware of a personal-data breach affecting this processing, Gili will notify the organisation without undue delay and provide the information reasonably available about the incident, affected information, likely effects and remedial action. Further information may follow as it becomes available. Each party must meet any notification duty that applies to its role; this Appendix creates no exemption from regulatory or individual notification requirements.

Gili will provide reasonable assistance with security enquiries, assessments and regulator requests relating to this processing. It will make appropriate compliance information available and allow a proportionate audit or review where needed to fulfil legal duties. The arrangements must protect other customers’ information and platform security, and avoid unjustified interference with operation.

A6. Return, deletion and necessary retention

On lawful instruction or ending of the service, Gili will assist with return or deletion of organisation-controlled information under the agreed exit arrangements. When an organisation permanently deletes a member through Gili, information scheduled for deletion will be removed within 90 days of that action, subject to necessary legal retention and the separate records described in the Privacy Policy.

The organisation’s retention instructions must be consistent with applicable law. Account closure by the individual does not by itself instruct the organisation to erase a separate member record. Gili will still assist with any applicable erasure request, and the operational 90-day period does not authorise unnecessary delay or continued active use.

Retained copies and backups remain subject to the applicable record-specific retention and deletion requirements. Copies awaiting scheduled deletion or expiry must be restricted from ordinary use, and relevant deletion instructions must be reapplied after restoration. Where a limited record must be preserved under law, Gili will restrict it to the necessary purpose and delete or anonymise it when retention is no longer justified. Preservation of a financial record does not justify indefinite retention of an unrelated profile.

A7. Priority

This Appendix prevails over an inconsistent general provision concerning Gili’s processing on the organisation’s behalf. Applicable law prevails over both. The general Terms continue to govern the parties’ commercial relationship, subject to mandatory data-protection and consumer requirements.