Terms and Conditions for operators (B2B)

for the StayFit24 Platform (app.stayfit24.de)

Version: September 2026 (2026-09)

This English version is provided for convenience only. In case of discrepancies, the German version shall prevail.

§ 1 Preamble

1.1 Provider and System

StayFit24 is a service provided by rauteweb (https://www.rauteweb.de), Sascha Knodel, Telemannstr. 14, D-44869 Bochum (hereinafter referred to as the “Provider”).

The Provider operates a cloud-based software and online platform (the “System”) enabling sports clubs, fitness studios and other sports facilities to manage members, courses, sports events and resources (e.g. sports fields), as well as to handle bookings and payments.

1.2 Roles within the System

a) “Operator” means the sports club, fitness studio or sports organisation that enters into a contractual relationship with the Provider. The Operator is the natural or legal person registered in the System with the role “Owner”.

b) “End User” means a natural person who has been invited by an Operator or registered via an Operator and uses the System to book services.

c) The Operator may authorise employees (e.g. trainers, administrators) to use the System.

1.3 Functional Scope (Excerpt)

The System provides, in particular:

• member management including memberships and products,
• booking of courses, events and sports facilities,
• online payment processing for memberships and bookings,
• reporting, offer presentation and resource management.
• workshops, appointments, lead and product-interest management,
• newsletters, rule-based automations and pseudonymous surveys,
• public Operator profiles, individual offer pages and embeddable website widgets.

The selected plan, limits displayed in the System and the current service description determine the contractual scope. This list does not entitle every plan to every feature.

The System may additionally provide platform-wide User features such as voluntarily confirmed friendships. These form part of the relationship between the Provider and the End User, not the membership relationship with an individual Operator, and may continue after that relationship ends. This does not give an Operator access to data or relationships of other Operators; Operator-specific community and communication access ends with the relevant entitlement.

1.4 Scope of Services

The Provider exclusively provides the technical platform.

Sports and leisure services (e.g. fitness classes, sports events, facility bookings) are offered and provided solely by the Operator in its own name and on its own account.

The Provider is neither organiser nor contractual partner of the End Users and does not owe any sporting or other services to End Users.

The Provider merely supports the Operator in presenting its offers and in the technical processing of bookings and payments.

§ 2 Scope of Application

2.1 Exclusive Applicability

These General Terms and Conditions (“Terms”) apply exclusively to all contracts between the Provider and the Operator.

Deviating, conflicting or supplementary terms of the Operator shall not become part of the contract unless expressly agreed in writing.

2.2 B2B Limitation

These Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

2.3 Contract Formation and Inclusion

By registering and concluding the usage contract, the Operator confirms acceptance of these Terms.

These Terms apply for the entire duration of the use of the contractual standard software.

2.4 Separation from End User Terms (B2C)

Separate terms and conditions apply to End Users.

These Terms govern exclusively the contractual relationship between the Provider and the Operator.

2.5 Storage of Consent

The Provider is entitled to electronically store the time and version of the Operator’s acceptance of these Terms.

2.6 Minimum Age and Authority

The natural person registering an Operator account must be at least 18 years old. Where the account is registered for a legal entity or other organisation, that person must also be authorised to represent it or to register the account on its behalf.

By expressly confirming this during registration, the registering person declares that these requirements are met.

§ 3 Subject Matter of the Contract

3.1 Contractual Subject

The subject of this contract is the temporary provision of the current version of the standard software “StayFit24” for use by the Operator as Software-as-a-Service (SaaS).

3.2 Provision

The software is provided as a cloud solution.

The Operator may access and use the software stored and executed on the Provider’s servers or those of commissioned third parties via an internet connection for the duration of the contract.

The Operator may integrate publicly provided areas (“widgets”) into its own website or online presence, enabling End Users to book courses, reserve facilities or submit enquiries.

3.3 Right of Use

The software is not transferred to the Operator.

The Operator receives a simple, non-exclusive, non-transferable, non-sublicensable right to use the software, limited to the term of the contract and solely for the Operator’s own sports and leisure offerings.

3.4 Versions

The Provider owes only the provision of the standard software in its current version.

Custom adaptations, individual developments or the achievement of a specific functionality are not owed unless expressly agreed in writing.

3.5 Contract Conclusion

Contracts may only be concluded by entrepreneurs within the meaning of Section 14 BGB.

§ 4 Contract Formation and Term

4.1 Registration and Account Creation (Free of Charge)

Operator registration takes place via the Provider’s online registration form.

Upon completion of registration, an Operator account with the role “Operator” is created.

With registration and acceptance of these Terms, a free usage contract under the Free Plan is concluded.

A paid contract is not concluded at this stage.

4.2 Free Plan

The scope of the Free Plan results from the current service description on the Provider’s website or within the System.

The Provider may modify, restrict or discontinue the Free Plan at any time.

4.3 Onboarding and Manual Approval

Following registration, the Operator may complete an onboarding process to configure its organisation, resources, trainers/employees, opening hours and members.

Productive activation of the Operator account and the invitation of End Users or employees occurs only after manual review and approval by the Provider.

There is no entitlement to activation.

4.4 Upgrade to Paid Plans

The Operator may select a paid plan (“Premium Plan”) within the System.

A paid contract is concluded when: a) the Operator completes the booking process for a Premium Plan, and b) the Provider confirms the booking by activating the Premium Plan.

Payment obligations commence upon activation.

4.5 Vertragsdauer und Kündigung (Premium-Tarife)

Premium Plan contracts are concluded for an indefinite period. In the case of monthly billing, the contract may be terminated at any time with effect at the end of the respective billing period. In the case of annual billing, the contract ends at the end of the respective billing period unless terminated beforehand. The right to extraordinary termination for cause remains unaffected. In the event of termination by the Provider, access to the Software shall generally remain available until the end of the already paid billing period, unless termination for cause applies.

4.5a Consequences of Plan Expiry and Responsibility for End-User Contracts

When a Premium Plan expires, the Operator may be moved to a restricted fallback plan. From that point, the Provider may block new bookings, new payment transactions, and automated membership-fee collections through the System. Payment transactions, refunds, payouts, chargebacks, and disputes already initiated may continue to be processed.

Ending or restricting the StayFit24 plan does not terminate contracts, memberships, claims, or payment obligations between the Operator and End Users. The Operator remains responsible for continuing or ending them, informing End Users in good time, arranging alternative payment methods, and securing required exports and records.

Where the Operator permanently leaves the System, the Provider may make a final export available for the transition period shown in the System. Data is then deleted or anonymised unless statutory retention duties or the processing of open payments, refunds, disputes, or legal claims require continued retention.

4.5b Termination Due to Prolonged Non-Use

The Provider is entitled to terminate and delete free operator accounts and unfinished sports club setups that have not been used for an extended period:

• operator accounts without an active sports club after 12 months,
• sports club setups that were never completed (drafts) after 6 months,
• registrations whose email address was never confirmed after 90 days.

Before the deletion the Provider notifies the Operator in text form to the stored email address with 30 days' notice, stating the exact date. If the Operator signs in, objects or continues the setup, the deletion does not take place.

Only sports club setups that contain no end-user connections, no appointments and no invoices are affected by the deletion of a draft. The Operator's other sports clubs and an existing account remain unaffected.

Termination under this section requires that no paid plan, no sports club that has not been closed, and no outstanding claim exists. Sections 4.5a and 15 remain unaffected.

4.6 Data Processing Agreement

Use of the software requires the conclusion of a data processing agreement (DPA) pursuant to Art. 28 GDPR.

The DPA is provided electronically and is deemed concluded upon contract formation or may be confirmed separately.

Without a valid DPA, the Provider may restrict data processing or refuse software use.

4.7 Trial Period

The Provider may grant Operators a limited free trial period (“Trial”) for Premium Plans.

The duration and scope of the Trial are determined by the conditions specified within the System or on the Provider’s website.

Unless the Operator cancels before the end of the Trial period, the Trial shall automatically convert into a paid Premium Plan.

Upon commencement of the paid plan, the agreed remuneration pursuant to § 5 becomes due.

4.8 Contracting Party, Legal Entity and Change of Legal Entity

The Provider's contracting party is the legal entity identified at registration or subsequently confirmed. The Operator shall keep its name, legal form, address, authorised representatives, invoicing and tax information complete and up to date.

A change to master data alone does not change the contracting party. Substitution of a different legal entity requires the dedicated change process provided in the System and acceptance by the Provider. Until it becomes effective, the former legal entity remains liable.

A change of legal entity does not automatically transfer contracts between the Operator and End Users, memberships, credits, claims, liabilities or participation in the referral programme. The Operator remains responsible for any civil-law, tax, data-protection and payment-service steps and notices required for a transfer. Stripe or other payment accounts may require renewed verification, assignment or approval by the payment service provider. The Provider may temporarily restrict the change until those matters have been resolved.

The recorded history of legal documents and acceptances remains assigned to the legal entity that acted or was affected and is not rewritten retrospectively by the change.

§ 5 Remuneration and Payment Terms

5.1 Paid Plans

Use of the software under the Free Plan is free of charge.

For the use of paid plans (“Premium Plans”), the Operator shall pay the agreed remuneration.

The functional scope and prices of the Premium Plans (e.g. Starter, Pro or similar plan designations) result from the current service and price list published on the Provider’s website or within the System.

5.2 Billing Intervals and Advance Payment

Remuneration shall be due either monthly or annually in advance, depending on the selected plan.

In the case of annual billing, the Provider may grant a discount compared to monthly billing.

5.3 Payment Processing

Payment of the remuneration shall be processed via the payment service providers offered by the Provider (e.g. Stripe, PayPal).

The Operator authorises the Provider to collect the due amounts via the selected payment method.

5.4 Value Added Tax

All prices and remuneration stated by the Provider are net prices.

If the Provider applies the small business regulation pursuant to Section 19 of the German VAT Act (UStG), no value added tax shall be charged or shown.

If the Provider’s VAT treatment changes, the Provider shall be entitled to:

• charge the statutory VAT in addition to the agreed prices,
• adjust the prices in such a way that a constant gross price results, or
• adjust the prices altogether with effect for the future.

The Provider shall inform the Operator of such changes in due time.

The VAT treatment of services offered by the Operator to End Users lies solely within the responsibility of the Operator.

The Provider assumes no responsibility for the VAT classification, disclosure or payment of VAT by the Operator.

5.5 Invoicing

The Provider is entitled to issue invoices exclusively in electronic form (e.g. by email or via the user account).

5.6 Default of Payment

If the Operator is in default of payment, the Provider is entitled to charge default interest in accordance with Section 288 of the German Civil Code (BGB) as well as the statutory lump-sum compensation for default.

5.7 Suspension Due to Payment Default

If the Operator is in default of payment, the Provider is entitled to temporarily suspend access to the software.

The obligation to pay remuneration remains unaffected.

The right to extraordinary termination for cause remains unaffected.

5.8 Price Adjustments

The Provider is entitled to adjust prices for Premium Plans with effect for the future in order to reflect increased costs, changes in services, market conditions or technical developments.

The Provider shall notify the Operator of price changes at least 30 calendar days prior to their effective date.

The Operator may terminate the contract ordinarily up to the effective date of the price change.

If the Operator does not exercise this right, the amended prices shall be deemed accepted.

5.9 Set-Off / Retention

The Operator is entitled to set off or retain payments only insofar as its counterclaims are undisputed or have been finally adjudicated.

5.10 Transaction Fees / Commission

If the Operator processes payments from End Users via the System, the Provider is entitled to charge a transaction fee (“commission”) for each payment processed through the platform. The amount of the commission is determined by the applicable price list or tariff conditions as published by the Provider or within the System. The Provider is entitled to deduct the commission directly from the respective payment before the payout amount is transferred to the Operator (e.g. via Stripe Connect or comparable payment processing solutions). In addition to the commission, fees charged by the respective payment service provider (e.g. Stripe) shall apply and shall be borne by the Operator. These fees may also be deducted from the payout amount. The Provider is entitled to process payments via external payment service providers.

5.11 Multiple Locations / Organisations

If the Operator manages multiple legally or organisationally separate locations, studios or organisations via the System, an additional remuneration may apply.

The Operator is obliged to inform the Provider of such use.

Remuneration shall be determined in accordance with the Provider’s current price list or tariff structure.

5.12 Plan Changes (Upgrade / Downgrade)

The Operator may change between plans within the System at any time (“plan change”).

a) Upgrade
In the event of an upgrade to a higher-tier plan, the new plan shall become effective immediately.
A prorated charge or immediate billing may apply.

b) Downgrade
In the event of a downgrade to a lower-tier plan, the change shall take effect at the end of the current billing period.

c) Billing
Billing for plan changes shall be carried out in accordance with the conditions displayed within the System. The Provider may apply prorated charges or credits.

5.13 Failed Payments and Retry Logic

If a payment by the Operator fails (e.g. due to insufficient funds, expired payment methods or technical errors), the Provider is entitled to automatically retry the payment.

The Provider may perform multiple retry attempts at reasonable intervals.

The Operator is responsible for ensuring valid and sufficient payment methods.

If payment continues to fail after multiple attempts, the Provider may suspend access to the Software in accordance with § 5.7 or § 10.

5.14 Refunds

Refunds for fees already paid for paid plans are generally excluded.

This does not apply if:

• a statutory obligation to refund exists, or
• the Provider grants a refund on a goodwill basis.

Pro rata refunds in the event of early termination are excluded unless explicitly agreed otherwise.

5.15 Payment Disputes and Chargebacks

The Operator shall avoid unjustified chargebacks or payment disputes with the payment service provider.

In the event of a chargeback, the Provider is entitled to:

• re-invoice the respective amount, and
• pass on any fees or costs charged by the payment service provider to the Operator.

Further claims of the Provider remain unaffected.

5.16 Payment Grace Period

In the event of failed payments, the Provider may grant the Operator a reasonable period to update payment details (“grace period”).

During this period, access to the Software may be partially or fully restricted.

There is no entitlement to such a grace period.

§ 6 Availability, Maintenance, Operation, Force Majeure

6.1 Handover Point

The Provider shall make the Software available at the router exit of the data centre (“handover point”).

The Provider does not owe the provision of the internet connection between the Operator’s IT systems and the handover point.

6.2 No Minimum Availability / No SLA

The Provider does not owe any specific minimum availability of the Software, nor any specific response times, recovery times or fault resolution times, unless expressly agreed otherwise in writing.

6.3 Maintenance and Further Development

The Provider is entitled to temporarily restrict or interrupt the use of the Software for reasons of maintenance, servicing, further development, security updates or other operational or technical requirements.

Where possible, planned maintenance work shall be carried out outside normal business hours, taking into account the legitimate interests of the Operators.

6.4 Emergency Maintenance

In the event of security-relevant or operationally critical disruptions, the Provider is entitled to carry out maintenance work at any time.

6.5 Dependency on Third-Party Providers

The Provider is entitled to engage third-party providers (e.g. hosting providers, payment service providers such as Stripe) for the provision of its services.

Disruptions or restrictions caused by services of third-party providers and outside the Provider’s sphere of influence shall not constitute a breach of duty by the Provider.

6.6 Force Majeure

In the event of force majeure, the Provider’s obligation to perform shall be suspended for the duration of the impediment.

6.7 Termination in Case of Prolonged Unavailability

If a disruption due to force majeure or circumstances beyond the Provider’s control lasts longer than 14 calendar days, either party is entitled to terminate the contract extraordinarily.

§ 7 Payment Processing for End Users / Stripe Connect

7.1 Role of the Provider

The Provider provides the Operator exclusively with the technical infrastructure required to process payments from End Users for services offered by the Operator via payment service providers (e.g. Stripe).

The Provider is neither a payment service provider nor a debt collection agency and does not become a contractual partner of the End Users with regard to the offered sports or leisure services.

If the Operator activates online payments via the System, payment processing shall be carried out technically via an external payment service provider (e.g. Stripe Connect).

7.2 Payment Flow and Contractual Relationships

Payments made by End Users are made in the name and for the account of the respective Operator.

The contract for the booked service is concluded exclusively between the Operator and the End User.

The Operator enters into an independent contractual relationship with the payment service provider under its respective terms and conditions.

7.3 Use of Stripe Connect

The Provider is entitled to use Stripe Connect or comparable marketplace payment solutions for payment processing.

The Operator is obliged to set up any required account with the respective payment service provider and to comply with its applicable terms and conditions.

The Provider is not the debtor of End Users’ payment claims and does not become a contractual partner of End Users with regard to the offered services.

7.4 No Responsibility for Payment Processing

The Provider assumes no responsibility for:

• the proper execution of payment processing,
• the creditworthiness of End Users,
• refunds, cancellations or chargebacks,
• failures due to insolvency of the Operator,
• measures taken by the payment service provider (e.g. account suspensions, withholdings, reviews).

Chargebacks, refunds, cancellations or other payment reversals shall be borne exclusively by the Operator.

7.5 Chargebacks

If chargebacks, fees, penalty fees or other claims of the payment service provider are charged to the Provider, the Operator shall be obliged to reimburse the Provider for these amounts without delay.

If the Operator’s balance with the payment service provider or the Provider is insufficient to cover such amounts, the Operator shall pay the outstanding amount to the Provider within 7 calendar days upon request.

7.6 Set-Off

The Provider is entitled to set off such amounts against future payouts or remuneration claims of the Operator.

7.7 Invoicing and Receipt Functions

If the Provider provides the Operator with technical functions for the creation or management of invoices or receipts, this shall be done exclusively as technical support.

Invoices are always issued in the name and for the account of the Operator.

The Operator remains solely responsible for:

• the substantive correctness,
• completeness,
• tax compliance,
• compliance with statutory invoicing and retention obligations.

The Provider assumes no responsibility in particular for:

• VAT information,
• mandatory information under tax or commercial law,
• the legal validity of invoices.

The provision of invoicing functions does not constitute tax or legal advice.

Damages resulting from incorrect invoices or tax misstatements by the Operator are excluded from the Provider’s liability.

7.8 Suspension of Memberships

Where the Operator confirms the suspension of a membership, the system collects no membership fee for the affected billing periods and does not allow bookings with the suspended membership during that time.

A suspension extends neither the contract term nor a minimum contract duration, and it does not postpone a cancellation date that has already been set; the billing grid continues unchanged and suspended periods are not billed retroactively.

The Operator is responsible for ensuring that its own membership terms reflect this behaviour. Where the Operator instead provides for an extension of the term by the suspension period, pro-rata billing or a refund of fees already paid, it must implement this outside the system.

§ 8 Responsibility of the Operator for End User Payments

8.1 Sole Economic Responsibility

The Operator is solely responsible for:

• the provision of services offered to End Users,
• determining prices, cancellation and refund conditions,
• proper payment of taxes and duties,
• the legal admissibility of its offers.

8.2 Refunds and Cancellations

Refunds to End Users shall be made exclusively by the Operator.

The Provider is not obliged to process refunds in the name or for the account of the Operator.

The Operator issues all gift vouchers offered through the System in its own name and for its own account. It is the sole contracting party of the purchaser, debtor of the voucher balance and responsible for redemption, validity, withdrawal information, reversal and refunds. The Provider solely supplies the technical platform and becomes neither the issuer of the voucher nor the debtor of its balance.

For gift vouchers sold through the System, administratively blocking the voucher and refunding the purchase price are separate processes. Blocking only prevents further redemption; it neither terminates the contract nor returns money. The Operator may block paid vouchers only on a sound legal basis and remains responsible for deciding on withdrawals, completing reversals within the applicable period and informing the End User.

The System may record electronic withdrawal declarations, confirm receipt, notify the Operator and provide technical refund and receipt functions. These functions do not replace the Operator's legal assessment or its obligation to provide complete, current and timely withdrawal information applicable to its offer.

§ 9 Indemnification, Chargebacks, Recourse

9.1 Indemnification

The Operator shall indemnify the Provider against all third-party claims, in particular claims by End Users and payment service providers, arising in connection with: • services offered by the Operator, • refunds, cancellations or non-performance, • chargebacks, disputes or payment reversals, • breaches of statutory obligations by the Operator, • the use of payment service providers (e.g. Stripe).

9.2 Recourse in Case of Charges to the Provider’s Account

If the Provider is charged by a payment service provider (e.g. Stripe) with amounts resulting from payments made by End Users to the Operator (e.g. refunds, chargebacks, fees, penalty fees), the Operator shall reimburse the Provider for such amounts without delay, irrespective of fault.

9.3 Set-Off

The Provider is entitled to set off reimbursement claims against current or future remuneration claims of the Operator.

9.4 Voluntary Compensation to End Users

If the Operator fails to provide a service booked by an End User via the System, provides it late or not in accordance with the contract, the Provider is entitled, as a gesture of goodwill and to safeguard user satisfaction, to grant voluntary compensation to End Users.

Such compensation may take the form of a refund, credit or voucher and shall be limited to a reasonable amount.

The Operator shall reimburse the Provider for all amounts incurred in connection with such compensation as well as any related expenses without delay, irrespective of fault.

Further claims of the Provider remain unaffected.

§ 10 Suspension, Restriction, Extraordinary Termination

10.1 Grounds for Suspension or Restriction

The Provider is entitled to temporarily suspend or restrict the Operator’s access to the System in whole or in part if:

a) the Operator is in default of payment,

b) the Operator breaches material contractual obligations,

c) the Operator uses the System in a prohibited or unlawful manner,

d) the Operator poses a risk to the security, stability or integrity of the System,

e) measures, chargebacks or risks arise from a payment service provider (e.g. Stripe), in particular repeated chargebacks, negative balances or violations of payment provider terms.

10.2 Suspension Due to Payment Default

In cases of payment default, suspension may occur after expiry of the period specified in § 5.6.

10.3 Immediate Suspension

In cases of serious breaches of duty or unlawful use, the Provider is entitled to suspend access immediately without prior notice.

10.4 Scope of Suspension

Suspension may include in particular:

• the Operator losing access to its studio,
• End Users being unable to make bookings or payments for that studio.

Other studios or Operators with whom an End User is registered remain unaffected.

10.5 Payment Obligation During Suspension

During the period of suspension, the Operator’s obligation to pay the agreed remuneration shall remain unaffected.

10.6 Extraordinary Termination

The Provider is entitled to terminate the contract without notice for good cause, in particular if:

a) the Operator is in default of payment for more than 30 calendar days,

b) the Operator continues to breach material contractual obligations despite warning,

c) the Operator uses the System for unlawful purposes,

d) the Operator has provided false or misleading information,

e) insolvency proceedings are opened over the Operator’s assets or rejected for lack of assets,

f) the Operator fails to comply with its obligations under § 7 or § 9 (payment processing, chargebacks).

10.7 Blocking of Individual User Accounts

The Provider is entitled to temporarily block access for individual user accounts – including accounts of the Operator's staff – where the conditions of § 10.1 apply to that person, in particular where an account is suspected of being compromised, in the event of misuse, or on the basis of a legal or regulatory obligation. Blocking an individual user account leaves the contract with the Operator and the operation of the studio otherwise unaffected.

10.8 User Blocks Imposed by the Operator

The Operator is entitled to temporarily block individual users' access to its own studio area (§ 4.8 of the End User Terms). In doing so, the Operator is obliged to

• impose the block only for the purposes set out there and only to a proportionate extent and duration,
• inform the affected user of the reason and scope of the block and give them an opportunity to respond,
• document the matter in a comprehensible manner, and
• not use the block to circumvent contractual obligations towards the user, notice periods or the user's statutory rights.

The Operator shall indemnify the Provider against third-party claims arising from an unlawful block imposed by the Operator.

10.9 Data Access After Contract Termination

After termination of the contract, the Provider is entitled to permanently block access of the Operator and its End Users.

There is no entitlement to restoration of access.

The Operator is obliged to independently secure all data prior to suspension.

After suspension, the Operator shall have no further access to its data.

Statutory retention obligations and any potential right to data export prior to suspension, insofar as technically possible, remain unaffected.

§ 11 Obligations of the Operator, Relationship with End Users

11.1 End User Contractual Relationship

The Operator offers its sports and leisure services to End Users exclusively in its own name and for its own account.

The Operator is the sole contractual partner of the End Users.

The Operator may allow public enquiries or bookings without a user account.

In such cases as well, the Operator remains the sole contractual partner of the End Users.

11.2 Sole Responsibility of the Operator

The Operator is solely responsible for: • the substantive design and content of its offers, • the determination of prices, taxes and fees, • compliance with statutory information obligations, • the proper performance of services towards End Users, • the handling of cancellations, withdrawals and refunds.

This also includes sole responsibility for the processing, confirmation or rejection of pauses or cancellations of memberships requested by End Users.

11.3 Operator’s Own Terms and Conditions

If the Operator uses its own general terms and conditions or other contractual terms vis-à-vis End Users, the Operator is solely responsible for their content, completeness, up-to-dateness and legal validity.

The Provider merely provides the technical possibility to integrate such terms and does not review them in terms of content or legality.

In particular, the Provider assumes no responsibility for whether and to what extent the terms used by the Operator comply with statutory requirements, especially consumer protection regulations.

11.4 No Obligation to Use Own Terms

The Operator is not obliged to use its own terms and conditions vis-à-vis End Users.

If the Operator does not use its own terms and conditions, it shall bear the sole legal risk arising therefrom.

11.5 Indemnification

The Operator shall indemnify the Provider against all third-party claims, in particular claims by End Users, payment service providers or authorities, arising from:

• the design and content of the Operator’s offers,
• breaches of statutory obligations,
• the use or non-use of the Operator’s own End User terms and conditions,
• the provision of services to End Users,
• the processing of payments, cancellations or refunds.

This indemnification also includes the costs of necessary legal defence.

11.6 Accuracy and Maintenance of Operator Content

The Operator is obliged to ensure that all information and content entered into the System or intended for publication by it, in particular prices, service descriptions, course schedules, availability, opening hours, images and other details, are complete, accurate and up to date.

The Provider is not obliged to review the content provided by the Operator for accuracy, completeness or timeliness.

11.7 Incorrect or Misleading Information

The Operator bears the sole risk for incorrect, outdated or misleading information within the System.

If the Provider identifies such information or is notified thereof, it is entitled to temporarily deactivate or remove the relevant content or to suspend the Operator’s profile in whole or in part until proper correction has been made.

Further rights of the Provider, in particular under §§ 9 and 10, remain unaffected.

11.8 Rights to Content, Personal Data and Indemnification

The Operator warrants that it owns or has validly acquired all necessary copyright, trademark and other usage rights to all content uploaded, entered or intended for publication in the System (e.g. texts, images, logos, videos, documents).

To the extent that such content contains personal data or images of individuals, in particular members, employees or other third parties, the Operator warrants that the necessary data protection requirements, in particular valid consents of the data subjects, have been obtained.

This applies in particular to health-related data or other special categories of personal data within the meaning of the GDPR.

The Operator shall indemnify the Provider against all third-party claims arising from the infringement of copyright, personality rights, trademark rights, data protection rights or other protective rights in connection with such content, including the costs of reasonable legal defence.

§ 12 Support, Performance of Services, Authentication

12.1 Scope of Support Services

The Provider shall provide the Operator with technical support for questions regarding the use of the Software and the resolution of technical faults.

Support is provided exclusively for the current version of the Software.

There is no entitlement to specific response times, resolution deadlines or continuous availability unless expressly agreed otherwise in writing.

12.2 Support Channels and Times

The Provider determines the type, scope and communication channels of support (e.g. email, ticket system, in-app support, video or telephone conferences) at its own discretion.

There is no entitlement to specific support channels.

12.3 No Entitlement to Individual Consulting or Training

The Provider does not owe individual consulting, training, onboarding or other support services for the Operator, its employees or End Users unless expressly agreed otherwise in writing.

12.4 Authentication of the Operator

The Provider is entitled to make support services dependent on appropriate authentication of the Operator or the requesting employee.

If authentication cannot be carried out or cannot be clearly established, the Provider is entitled to refuse support services in whole or in part.

12.5 Cooperation Obligations of the Operator

The Operator is obliged to describe faults and errors as precisely as possible and to provide the Provider with all information required for error analysis and resolution to a reasonable extent.

If the Operator fails to perform required cooperation acts or provides incorrect or incomplete information, the Provider shall not be responsible for delays or failure to remedy the fault resulting therefrom.

12.6 Authentication Data and Access Security

The Operator is obliged to keep its access credentials and the access credentials of its employees confidential and to protect them against unauthorised access by third parties.

The Operator shall be liable for all activities carried out using its access credentials or those of its employees unless it proves that it is not at fault.

12.7 Unauthorised Use and Security Incidents

The Operator shall inform the Provider without undue delay if it becomes aware of indications of unauthorised use of its account, loss of access credentials or other security incidents.

In the event of suspected misuse or unauthorised use, the Provider is entitled to temporarily suspend the affected account or reset access credentials.

12.8 Time-Limited Support Access

Where necessary for error analysis or fault resolution, the Operator grants the Provider time-limited technical access to the Operator account and the data stored therein, provided this is technically necessary and permissible under data protection law.

Access shall only take place after prior electronic consent of the Operator within the Software or via a consent mechanism provided by the Provider.

The Operator may define or restrict the type and scope of access (e.g. read access, write access, full access) within the technically available options.

The Provider shall limit access to what is necessary for error analysis or fault resolution and shall take the legitimate interests of the Operator into account.

12.9 No Guarantee of Success

The Provider does not owe any specific functionality, availability or economic success of the use of the Software.

In particular, the Provider does not guarantee that:

• the Operator will achieve certain revenues using the Software,
• a certain number of bookings or End Users will be reached,
• the Software is suitable for a specific purpose of the Operator.

12.10 Authentication Procedures

For security reasons, the Provider is entitled to mandate or modify specific authentication procedures for user accounts (e.g. two-factor authentication, passkeys).

§ 13 Updates, Changes and Further Development of the Software

13.1 Continuous Development

The Provider continuously develops the Software and its functions and is entitled to make adjustments, changes, extensions and improvements to the Software.

This includes in particular:

• technical adjustments,
• security-related updates,
• bug fixes,
• performance optimisations,
• changes to the user interface and user experience.

13.2 No Functional Guarantee

The Provider does not owe the permanent availability of specific functions, modules or integrations unless these have been expressly agreed as essential contractual components.

In particular, the Operator has no entitlement to an unchanged scope of functions throughout the entire contract term.

13.3 Reasonableness Threshold

Changes to the Software are permissible provided that they are reasonable for the Operator taking into account the legitimate interests of both parties and do not completely eliminate the contractual core of the service.

13.4 Extensions and New Functions

The Provider is entitled to offer new functions, modules or extensions separately or to make their use subject to additional remuneration or a switch to a higher-value tariff.

There is no entitlement to free use of new functions.

13.5 Changes to the Free Plan

The Provider is entitled to change, restrict or discontinue the scope of functions of the Free Plan at any time.

There is no entitlement to permanent free use of specific functions.

13.6 Technical Requirements

The Provider is entitled to define and adjust technical minimum requirements for the use of the Software (e.g. browser versions, interfaces, security standards) if this is necessary for security or operational reasons.

§ 14 Data Backup and Data Responsibility

14.1 Responsibility for Data Backup

The Operator remains solely responsible at all times for backing up the data entered into or generated within the System.

The Provider does not guarantee complete recoverability of data at all times.

14.2 Internal Backups by the Provider

The Provider performs regular data backups within the scope of its technical capabilities.

These backups serve exclusively for internal system security and do not constitute an obligation to restore specific data states.

14.3 No Liability for Data Loss

The Provider shall not be liable for data loss unless such loss is caused by intentional or grossly negligent conduct of the Provider.

14.4 Export Capability

Where technically possible, the Operator may secure its data using the provided export functions.

14.5 Reasonable Use / Fair Use

The use of storage space and system resources shall take place within the scope of reasonable, contractually compliant use (fair use).

In the event of obviously abusive or disproportionate use, the Provider is entitled to take appropriate measures, in particular to inform the Operator, restrict usage or offer a higher-value tariff.

§ 15 End User Reviews

15.1 Display of Reviews

The Operator agrees that End Users may review the services offered by the Operator via the System and that such reviews may be displayed publicly.

15.2 No Obligation to Review

The Provider is not obliged to review reviews for accuracy or legality prior to publication.

The Provider does not adopt such reviews as its own.

15.3 Abuse and Manipulation

In the event of suspected abuse, manipulation or legal violations, the Provider is entitled not to publish reviews, to remove them or to exclude them from the calculation of average ratings.

The Operator is prohibited from submitting reviews itself or inducing third parties to submit reviews in return for payment or other benefits.

§ 16 Prohibited Uses

16.1 Contractual Use

The Operator may use the Software exclusively within the scope of the contractually agreed purposes and functions.

Any use for purposes other than those intended, in particular for unlawful, abusive or system-damaging purposes, is prohibited.

16.2 Unlawful Content and Offers

The Operator is prohibited from providing content, offers or services via the System that:

• violate applicable law,
• infringe third-party rights (e.g. copyrights, trademark rights, personality rights),
• contain or promote criminal content,
• are misleading, deceptive or fraudulent.

The Provider is not obliged to review content or offers submitted by the Operator prior to publication.

16.3 Abusive or Excessive Use

The Operator is prohibited from:

• using the System in a manner that results in excessive load on servers or technical infrastructure,
• using automated access, scripts, bots or similar mechanisms unless expressly authorised,
• using the Software in a spamming, manipulative or abusive manner.

16.4 Security-Endangering Actions

The Operator is prohibited from:

• introducing malware (e.g. viruses, worms, trojans) into the System or negligently enabling such introduction,
• circumventing, manipulating or disabling security mechanisms,
• deliberately exploiting software vulnerabilities or making them accessible to third parties.

16.5 Unauthorised Interference with the Software

The Operator is prohibited from:

• decompiling, reverse engineering, modifying or manipulating the Software unless mandatorily permitted by law,
• removing or circumventing protection notices, copyright notices or technical protection measures,
• reproducing or distributing the Software or parts thereof outside the contractually agreed use.

16.6 Transfer and Third-Party Access

The Operator may grant access to the Software exclusively to its authorised employees or other persons authorised by it for contractual use.

Any transfer, rental, sublicensing or other paid or unpaid provision of the Software to third parties is prohibited.

16.7 Circumvention of Technical or Commercial Restrictions

The Operator is prohibited from:

• circumventing tariff-related, functional or technical restrictions of the Software,
• manipulating or circumventing billing, remuneration or commission calculation mechanisms,
• using functions for which no corresponding tariff has been booked.

16.8 Abuse of Payment Processing

The Operator is prohibited from:

• using the payment system for unauthorised, unlawful or misleading purposes,
• processing payments from End Users outside the contractually intended service relationship,
• taking measures that lead to increased chargebacks, disputes or violations of the payment service provider’s terms.

16.9 Legal Consequences of Violations

In the event of violations of the above usage restrictions, the Provider is entitled to:

• suspend access to the Software in whole or in part in accordance with § 10,
• deactivate or delete individual content, offers or functions,
• terminate the contract without notice for good cause,
• claim damages in accordance with statutory provisions.

§ 17 Warranty

17.1 Warranty Standard

The Provider warrants that the Software substantially fulfils the functions described in the current service description and is suitable for contractual use.

Only the characteristics of the Software in the current version at the time of provision are decisive.

No warranty is given that the Software meets the Operator’s individual requirements, economic expectations or specific operational purposes unless expressly agreed otherwise in writing.

17.2 No Warranty for External Causes or Misuse

A defect shall not exist in particular if a malfunction is caused by:

• incorrect operation or improper use by the Operator,
• violations of these Terms, in particular § 16 (Prohibited Uses),
• unsuitable system environment or insufficient internet connection of the Operator,
• interventions or modifications by the Operator or third parties,
• services or failures of third-party providers (e.g. hosting providers, payment service providers).

17.3 Defect Notification and Cooperation Obligations

The Operator shall notify defects without undue delay after discovery in text form and describe the defect in a comprehensible and detailed manner.

The defect notification must include in particular:

• a description of the malfunction,
• the work steps leading to the defect,
• information on the system environment (browser, operating system, etc.),
• time and frequency of occurrence.

The Operator shall support the Provider in the analysis and remediation of defects to a reasonable extent.

17.4 Subsequent Performance

In the event of justified defect notifications, the Provider shall, at its discretion, provide subsequent performance by:

• remedying the defect, or
• providing a defect-free version of the Software.

The Provider shall be granted a reasonable period for this purpose.

There is no entitlement to a specific type of subsequent performance or a specific deadline.

17.5 Exclusion of Liability for Initial Defects (§ 536a German Civil Code)

Strict liability for initial defects pursuant to § 536a (1) German Civil Code (BGB) is excluded.

The Provider shall only be liable for initial defects if it has fraudulently concealed the defect or has assumed a guarantee for the quality of the Software.

17.6 Costs for Unjustified Defect Reports

If the Operator reports a defect even though no defect of the Software exists or the cause of the malfunction originates from the Operator’s sphere of responsibility, the Provider is entitled to charge the Operator for the resulting expenses at the usual and reasonable hourly rates.

17.7 Further Rights

Further warranty rights of the Operator, in particular reduction, rescission or damages, shall exist only in accordance with statutory provisions and only to the extent that they are not effectively excluded or limited by these Terms.

17.8 Limitation Period

Claims of the Operator arising from material or legal defects shall become time-barred one year from the statutory commencement of the limitation period.

This shall not apply in cases of:

• intent or gross negligence of the Provider,
• injury to life, body or health,
• claims under the Product Liability Act.

§ 18 Liability

18.1 Unlimited Liability

The Provider shall be liable without limitation:

• in cases of intent or gross negligence,
• in cases of culpable injury to life, body or health,
• under the Product Liability Act,
• in the event of an express guarantee or fraudulent concealment of a defect.

18.2 Liability for Simple Negligence

In cases of simple negligence, the Provider shall only be liable for breaches of essential contractual obligations (cardinal obligations).

Essential contractual obligations are obligations:

• the fulfilment of which is essential for the proper performance of the contract, and
• on the compliance with which the Operator may regularly rely.

In such cases, liability shall be limited to the foreseeable, contract-typical damage at the time of contract conclusion.

18.3 Exclusion of Liability Otherwise

Any further liability of the Provider, regardless of the legal basis, is excluded.

This applies in particular to damages arising from:

• loss of revenue, loss of profit or lost savings,
• indirect or consequential damages,
• loss of data (cf. § 14),
• interruptions or restrictions of the Software (cf. § 6),
• actions or failures of third-party providers (e.g. hosting providers, payment service providers such as Stripe),
• chargebacks, disputes or other processes related to payment processing (§§ 7–9).

18.4 Operator Content and Offers

The Provider assumes no responsibility for content, offers or services provided by the Operator via the System.

In particular, the Provider does not review content, prices, service descriptions, terms and conditions or other information provided by the Operator for legality, accuracy or completeness.

The Provider does not adopt such content as its own.

18.5 Liability for Employees and Agents

The above liability limitations shall also apply in favour of the Provider’s legal representatives, employees, freelancers as well as vicarious agents and assistants.

18.6 No Reversal of Burden of Proof

The above provisions do not imply any reversal of the statutory burden of proof.

§ 19 Copyrights, Usage Rights, Data Ownership

19.1 Rights to the Software

The Software, including all components, source codes, interfaces, structures, documentation and developments, is protected by copyright and is the exclusive property of the Provider or its licensors.

The Provider grants the Operator, for the duration of the contract, a simple, non-exclusive, non-transferable and non-sublicensable right to use the Software within the contractually agreed scope.

19.2 Usage Restrictions

Unless mandatorily permitted by law, the Operator is prohibited in particular from:

• editing, modifying, translating or combining the Software or parts thereof,
• decompiling, reverse engineering, imitating or analysing the Software,
• reproducing, distributing or making the Software or documentation publicly accessible,
• removing, altering or obscuring protection notices, trademarks, copyrights or other proprietary notices.

19.3 No Rights Granted to End Users

The Operator is not entitled to grant End Users or third parties independent usage rights to the Software.

End Users shall only receive access to the functions provided by the Operator within the scope of use of the System.

19.4 Data Ownership

All data entered, processed or generated within the System by the Operator or its End Users shall remain the property of the Operator.

The Provider shall process such data exclusively on behalf of the Operator and within the scope of the contractually owed services and the data processing agreement pursuant to Art. 28 GDPR.

This does not include data of the platform-wide user account, in particular friendship links managed by End Users themselves and platform-wide visibility settings. For this processing, the Provider acts as controller in accordance with its Privacy Policy. The Operator has no right to obtain or use such relationships outside its own area of responsibility.

§ 20 Public Profile / Operator Content

20.1 Provision of the Profile

The Operator may provide a public profile via the platform and supplies its own content for this purpose (in particular texts, images, logos, opening hours, news). The Operator remains solely responsible for this content.

20.2 Assurance of Rights

The Operator warrants that it holds all rights required for the content provided (in particular copyright, trademark, personality and usage rights) and that the content violates neither applicable law nor the rights of third parties.

20.3 Grant of Rights

The Operator grants the Provider a simple, non-exclusive, royalty-free right, limited to the term of the contract, to store, reproduce, make publicly available and technically process the content for the purpose of operating and displaying the profile (e.g. scaling and format conversion of images).

20.4 Provider Details (Imprint)

The Operator provides complete provider details (imprint) and keeps them up to date. Without complete provider details, the profile will not be published.

20.5 Indemnification

The Operator shall indemnify the Provider against any third-party claims asserted against the Provider on the basis of the content provided by the Operator, including reasonable costs of legal defense. This does not apply insofar as the Provider is itself responsible for the violation.

20.6 Removal of Unlawful Content

The Provider is entitled to block or remove manifestly unlawful content or content that violates these Terms upon becoming aware of it.

20.7 Notices Concerning Profiles, Offers and Content

The Provider may make available an electronic notice-and-action mechanism for public profiles, offers and other content provided by the Operator. Users and other third parties may use it to report content they consider unlawful, misleading, incorrect or abusive.

A notice alone does not prove a violation. The Provider reviews notices in a timely, diligent, objective and non-arbitrary manner. The review is generally conducted by a natural person; no decision to remove or suspend a profile is made solely by automated means.

20.8 Review and Interim Measures

The Operator shall reasonably assist the Provider with the review, provide requested information or evidence, and correct or remove inaccurate or unlawful content without undue delay.

Depending on plausibility, severity and urgency, the Provider may temporarily restrict, hide or suspend individual content or functions. Unless urgent action is required or statutory reasons prevent it, the Operator will be given an opportunity to comment before a permanent measure is taken. Measures must be proportionate to the violation identified.

20.9 Decision and Statement of Reasons

Where a restriction is imposed following a notice, the Provider informs the affected Operator in accordance with statutory requirements and identifies in particular the relevant facts, the contractual or statutory basis, and the measure taken. Further statutory reporting, information and retention obligations remain unaffected.

§ 21 Data Protection

21.1 Processing of Personal Data

The Provider processes personal data of the Operator and its contact persons exclusively for the initiation, performance and termination of the contractual relationship pursuant to Art. 6(1)(b) GDPR.

21.2 Disclosure to Third Parties

Personal data shall only be disclosed to third parties where:

• this is necessary for contract performance (e.g. hosting providers, payment service providers),
• a legitimate interest exists (Art. 6(1)(f) GDPR),
• consent has been given, or
• a statutory obligation exists.

The Provider is entitled to engage service providers outside the EU provided that the data protection requirements (e.g. adequacy decision or standard contractual clauses) are complied with.

21.3 Rights of Data Subjects

Data subjects have the right at any time to access, rectification, restriction of processing, erasure and data portability in accordance with the GDPR.

Withdrawals of consent may be made at any time with effect for the future.

21.4 Storage Period

Personal data shall only be stored for as long as necessary for the respective processing purposes or as long as statutory retention obligations exist.

21.5 Technical Processing

The Operator permits the Provider to reproduce, structure, convert or technically adapt data processed within the System insofar as this is necessary for proper service provision, system security or error resolution.

§ 22 Mediation

22.1 Amicable Settlement

The parties undertake to initially seek an amicable settlement in the event of disputes arising from the business relationship.

22.2 Mediation Prior to Legal Action

If no settlement is reached, the parties undertake to conduct mediation before initiating court proceedings.

Excluded from this are:

• interim legal proceedings,
• claims for injunctive relief,
• disputes concerning undisputed payment claims.

22.3 Conduct of Mediation

The parties shall agree on a mediator within eight calendar days.

If no agreement is reached, a mediator shall be appointed by the competent bar association at the Provider’s registered office.

The mediation may also be conducted as online mediation.

The mediation language shall be German unless otherwise agreed.

22.4 Costs

The costs of mediation shall be borne equally by the parties unless otherwise agreed.

§ 23 Place of Performance, Jurisdiction, Applicable Law, Final Provisions

23.1 Place of Performance

The place of performance for all services under this contract is the Provider’s registered office.

23.2 Jurisdiction

If the Operator is a merchant or entrepreneur within the meaning of § 14 German Civil Code (BGB), the exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be the Provider’s registered office.

The Provider shall remain entitled to bring an action against the Operator at its general place of jurisdiction.

23.3 Applicable Law

The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

23.4 Severability Clause

Should individual provisions of these Terms be wholly or partially invalid or unenforceable or become so, the validity of the remaining provisions shall remain unaffected.

The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.

23.5 Contract Language

The contract language is German. This English version is provided for convenience only. In the event of discrepancies, the German version shall prevail.