With the online services Fitness Nation (hereinafter "Fitness Nation" or "Online Services"), Fitness Nation GmbH (hereinafter "Fitness Nation") offers companies in the fitness industry a comprehensive, web-based online system that fitness companies ( hereinafter referred to as "premium partner") in the areas of customer loyalty and customer acquisition and includes other professional services. The type and scope of the online services depend on the premium packages booked by the premium partner, such as "Fitness Nation beFit", "Fitness Nation getFit", "Fitness Nation beneFit", "Fitness Nation proFit" and "Fitness Nation Community - Premium". -Membership". These can be booked individually or together.The premium partner receives access to Fitness Nation with the booked premium packages via their personal, password-protected account.
Fitness Nation also operates an online platform at www.fitness-nation.com with extensive information, offers and services related to fitness. Interested parties can register on the platform
The core of the platform is the Fitness Nation Community, an online community that brings together people interested in fitness, athletes and fitness companies. Users (members) who are registered for the community are entitled to use it. The members are consumers (hereinafter "athletes") and entrepreneurs such as fitness studios and other companies in the fitness industry (hereinafter also "premium partners"). Entrepreneurs have the opportunity to become a member by entering into a Premium Affiliate Agreement with the Premium Package "Fitness Nation Community - Premium Membership". With the premium package "Fitness Nation proFit" you also have the opportunity to
1.1 Applicability to the Fitness Nation Online Services
The present General Terms and Conditions (hereinafter "GTC") apply to all contracts concluded between Fitness Nation and the Premium Partner for the online services Fitness Nation and any additional services in connection with Fitness Nation.
1.2 Special Terms and Conditions
For the respective premium package and additional services (e.g. purchase of hardware) additional special terms and conditions apply (see point 10 below). In the event of contradictions, the respective special provisions take precedence over these GTC.
2.1 The subject of the contract is access to Fitness Nation for the intended use by the premium partner via an internet connection via a browser or the Fitness Nation app for a fee for the agreed term.
The premium partner is given the technical opportunity to access Fitness Nation, which is hosted on a Fitness Nation server or a third party commissioned by Fitness Nation, via an internet connection via a browser or the Fitness Nation APP to the extent booked and to use the functionalities within the scope of the contractual agreements for the duration of the contract period. The premium partner receives access to Fitness Nation with the premium packages booked via their personal, password-protected online account. The booked range of functions is activated.
The type and scope of the online services depend on the premium packages booked by the premium partner. These include "Fitness Nation beFit", "Fitness Nation getFit", "Fitness Nation beneFit", "Fitness Nation proFit" and "Fitness Nation Community - Premium Membership". These can be booked individually or together. Additional services in connection with Fitness Nation can optionally be commissioned (including hardware purchase).
The scope of services for each booked package and, if ordered, additional services and the system requirements result from the service description ………….u. Fitness Nation makes the online services available in the current program status.
Fitness Nation is available to Premium Partners in German or English, at their choice.
The set-up by Fitness Nation includes the technical installation and activation of the system for the premium partner (activation of Fitness Nation to use the booked premium packages). On-site services at the premium partner are not owed unless otherwise agreed.
Fitness Nation provides the premium partner with storage space on a server to store their data and content as part of the intended use of Fitness Nation. The premium partner can store content up to a volume of ... MB. If the storage space for storing the data is no longer sufficient, Fitness Nation will inform the premium partner. The premium partner can book corresponding contingents subject to availability.
2.2 Fitness Nation provides the online services with an availability of 98% on a monthly average minus maintenance times. Fitness Nation may perform maintenance between 11:00 p.m. and 3:00 a.m. Central European Time (CET) for a total of five hours per calendar month. Fitness Nation will not be available for use during maintenance. In addition, Fitness Nation can interrupt the availability for a defined period of time in order to carry out maintenance work in prior agreement with the premium partner. The Premium Partner will not unreasonably withhold consent to such interruptions. GTC law; better SLA?, please contact (availability, response times, service times...)
The parties understand availability to mean the technical usability of Fitness Nation at the transfer point for use by the authorized users. It refers to the services at the handover point listed under www..../in the offer/... The transfer point is the router exit of the data center where the software is hosted.
2.3 The premium partner support is available to the premium partner by e-mail and by telephone for user questions and to receive error reports on working days Mon-Fri except public holidays in xxx from 9:00 a.m. to 7:00 p.m. (CET).
2.4 Additional services are to be agreed separately and remunerated according to expenditure (e.g. training courses; individual adjustments) or the purchase price is to be paid when purchasing hardware.
3.1 Fitness Nation offers are only valid for entrepreneurs. An entrepreneur within the meaning of these terms and conditions is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their independent professional or commercial activity (§ 14 BGB). By submitting his declaration of contract conclusion, the premium partner declares that he is acting as an entrepreneur.
3.2 Product presentations and price lists from Fitness Nation are non-binding as long as they do not become part of a contractual agreement or an offer marked as binding.
3.3 Contracts are formed through offer and acceptance subject to these General Terms and Conditions. Fitness Nation will send the premium partner an offer by e-mail, fax or letter upon request. The premium partner can accept this offer by submitting a declaration of acceptance to Fitness Nation by fax, email or letter within 20 working days of receipt of the offer. The day of receipt of the offer is not included in the calculation of the deadline. The contract under the validity of these terms and conditions comes into effect with timely acceptance by the premium partner. If the premium partner does not accept the offer within this period, Fitness Nation is no longer bound to the offer.
4.1 Unless otherwise agreed, the monthly remuneration is to be paid pro rata for the remainder of the calendar month, beginning on the day the contract is concluded. Thereafter, the monthly remuneration is to be paid in advance each calendar month. If a price is to be calculated for parts of a calendar month, this will be calculated at 1/30 of the monthly price for each day.
4.2 The set-up fee is due for payment upon conclusion of the contract. This also applies to other one-time payments agreed upon conclusion of the contract (e.g. for training).
4.3 The remuneration is determined according to the prices valid at the time the contract is concluded, unless otherwise agreed. Prices are in euros and do not include the applicable statutory sales tax.
4.4 If additional services have been agreed, these will be billed at cost according to the agreed hourly or daily rate, unless a fixed price has been agreed (e.g. one-off set-up fee, purchase price). Hourly rates are billed for each quarter of an hour started (15-minute increments). A daily rate refers to 8 hours.
travel expenses, travel time?
4.5 Payment is due upon receipt of the invoice without discount.
4.6 A payment is deemed to have been received once the equivalent value has been credited to a Fitness Nation account. In the event of default of payment, Fitness Nation is entitled to interest on arrears in the amount of 5 percentage points above the respective base interest rate. Fitness Nation's legal rights in the event of a default in payment by the Premium Partner remain unaffected.
4.7 The premium partner's claims may only be offset against claims to which Fitness Nation is entitled if the premium partner's claims are undisputed or have been legally established.
5.1 The premium partner ensures that the cooperation required for the fulfillment of the contractual services is available in good time at his own expense. In particular, he will provide Fitness Nation with the information required for the provision of the contractual services in good time and ensure that his hardware, the required operating system, the required browser, his Internet access and the online connection are in the contractual condition.
The premium partner is responsible for the data connection between the workstations/end devices intended for use and the transfer point (router output of the data center in which Fitness Nation is hosted).
Data import / other concrete examples?
5.2 The premium partner is obliged
5.3 The Premium Partner shall take reasonable precautions (e.g. daily or at least once a week data backup, fault diagnosis, regular review of the data processing results) in the event that Fitness Nation does not work properly.
5.4 The Premium Partner is obliged to ensure through suitable contractual agreements with its employees that Fitness Nation is used by them as intended and in accordance with the contract. He is also responsible for ensuring that they comply with Sections 5.1 to 5.3.
5.5 The content stored by the premium partner on the storage space intended for him may be protected by copyright and data protection law. The premium partner hereby grants Fitness Nation the right to make the content stored on the server available to the premium partner for queries via the Internet and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for data backup purposes. This applies accordingly to the public access (e.g. in the case of the premium package "Fitness Nation Community - Premium Membership") in the case of queries by third parties via the Internet.
6.1 Fitness Nation grants the premium partner a simple (non-exclusive) right, limited to the duration of this contract, to access Fitness Nation by means of telecommunications (Internet connection) and to use the functionalities of the software as intended to the extent booked. The premium partner does not receive any further rights, in particular to the software or the operating software.
6.2 Rental and other transfer or making accessible to third parties is not permitted, whether for a fee or free of charge. Source/object code of the software is not provided. For the use of Fitness Nation apps, however, the premium partner is entitled to install the app in object code on a terminal device for the booked duration and to use it as intended.
6.3 Fitness Nation has the exclusive rights of use to special programming and other individual adjustments. The Premium Partner is granted the rights in accordance with Sections 6.1 and 6.2 for the duration of the contract. Clause 6.4 applies accordingly.
6.4 The Premium Partner is not entitled to use Fitness Nation and/or storage space beyond the use permitted in accordance with the contractual agreement or to allow third parties to use them or to make them accessible to third parties.
Fitness Nation is liable for all contractual, quasi-contractual and statutory, including tortious claims for damages and reimbursement of expenses as follows:
7.1 Fitness Nation has unlimited liability for any legal reason
7.2 If Fitness Nation negligently violates an essential contractual obligation, liability is limited to the foreseeable damage that is typical for the contract, unless liability is unlimited in accordance with Section 7.1 above. Significant contractual obligations are obligations that the contract imposes on the provider according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the premium partner can regularly rely.
7.3 Apart from that, liability of Fitness Nation is excluded.
7.4 A change in the burden of proof to the detriment of the premium partner is not associated with the above provisions.
7.5 The above regulations also apply with regard to the liability of Fitness Nation for its vicarious agents and legal representatives.
8.1 The contract comes into force upon conclusion of the contract and runs for an indefinite period. It has a minimum term of 12 months from the first day of the month following the conclusion of the contract. The contract can be terminated for the first time with a notice period of three months to the end of the minimum term. It is extended by a further 12 months at the end of the minimum term or at the end of the respective 12-month period if it is not previously terminated by one of the parties with a notice period of 3 months to the end of the respective 12-month period.
Additional premium packages/additional services can generally be booked or commissioned at any time.
8.2 The right of both parties to extraordinary termination for good cause remains unaffected. In particular, Fitness Nation is entitled to extraordinary termination if the premium partner is more than 30 days in arrears with a payment after the second reminder or allows third parties access in breach of contract and is responsible for this.
8.3 Terminations must be in writing.
8.4 Upon termination of the contract, the access data of the premium partner are no longer active and access to Fitness Nation is blocked. Premium partner data will be deleted by Fitness Nation no later than four weeks after the end of the contract, unless Fitness Nation is legally obliged to retain the data. The premium partner must export their data before the end of the contract and back it up themselves if they need it after the end of the contract.
Fitness Nation and the premium partner are obliged to keep all confidential information, business and trade secrets obtained within the framework of the contractual relationship secret, in particular not to pass them on to third parties or to use them for anything other than contractual purposes.
10.1 Premium Packages as part of the Fitness Nation Online Services:
Fitness Nation GmbH (hereinafter "Fitness Nation") operates an online platform at www.fitness-nation.com with extensive information, offers and services related to fitness. Interested parties can register on the platform
The core of the platform is the Fitness Nation Community, an online community that brings together people interested in fitness, athletes and fitness companies. Users (members) who are registered for the community are entitled to use it. The members are consumers (hereinafter "athletes") and entrepreneurs such as fitness studios and other companies in the fitness industry (hereinafter also "premium partners"). Membership is generally free of charge for athletes and for entrepreneurs against payment. Entrepreneurs have the opportunity to become a member by entering into a Premium Affiliate Agreement with the Premium Package "Fitness Nation Community - Premium Membership".
10.2 Additional Services
Purchase Agreements as part of the Fitness Nation Online Services
11.1 The inclusion of the customer's own conditions is hereby contradicted, unless Fitness Nation has agreed to their validity in writing.
11.2 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding conflict of laws and excluding the laws on the international sale of goods (CISG).
11.3 The place of fulfillment is the registered office of Fitness Nation. If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Fitness Nation. If the customer has his registered office outside the territory of the Federal Republic of Germany, the registered office of Fitness Nation is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the professional or commercial activity of the customer. In the above cases, however, Fitness Nation is also entitled to appeal to the court at the customer's registered office.
11.4 The contract language is German.