1. scope of application and subject matter of the contract
a) These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to the contractual relationship between the
Wellnow Group GmbH,
Managing Directors: Alexander Freitag, Enno Kuntze
Luckenwalder Str. 6b
Register Court: Charlottenburg Local Court, HRB 166641 B
Phone: 030 / 220 121 56
and the customer (hereinafter referred to as the "Customer").
b) The subject of these GTC are services of Wellnow for therapeutic purposes and for the enhancement of physical and mental well-being from the areas of fitness and wellness, including consulting on these topics. The range of services offered by Wellnow includes digital services that can be provided, among other things, with the help of apps, as well as services that are carried out on-site at the Client's premises.
c) The clients are exclusively entrepreneurs in the sense of § 14 para. 1 BGB.
2. content and conclusion of contracts for Wellnow services
a) A contract for the use of services of Wellnow shall be concluded with the Customer if the Customer accepts an offer of Wellnow. Offers from Wellnow are usually sent to the Client by e-mail.
b) Upon acceptance of the offer, the client may decide for a one-time appointment (also referred to as event or events in case of several one-time appointments) or for a regular appointment frequency, which is agreed upon for at least three months or for one year or an individual term in the offer.
c) Services and offers shall be provided exclusively on the basis of these GTC. The GTC shall also apply to the Client for all future business relations, even if they are not expressly agreed again. General terms and conditions of a client that contradict these GTC shall only be included in the contract if the parties expressly agree in writing.
3. rights and obligations of Wellnow
a) Wellnow guarantees that the personnel employed by Wellnow for the execution of the order has the required expertise. A change of the personnel within the contract period is possible free of charge.
b) All work equipment required for the performance of the services shall be provided by Wellnow itself and at its own expense at the Customer's premises on the dates.
c) Wellnow does not provide standardizable services. Wellnow will take into account wishes of the client in the provision of services, but is not obliged to adhere to a specific schedule or implementation, unless this is agreed individually.
4. rights and obligations of the client
a) The client is obliged to pay Wellnow the agreed remuneration in accordance with the scope of services and clause 6 of these GTC. In case of doubt, the remuneration shall be understood as plus statutory value added tax.
b) The absence of regularly provided or already confirmed personnel of Wellnow is not a permissible reason to refuse the acceptance of services.
c) Without prejudice to the provisions on cancellation, pausing or rebooking of orders according to clause 5 of these GTC, the Client shall immediately inform Wellnow in text form if he cannot keep a booked appointment.
5. booking, cancellation and pausing of appointments
a) Provisions for the one-time appointment
aa. A cancellation and rebooking free of charge is possible in the case of a one-time appointment (also referred to as an event or events in the case of several one-time appointments) up to the expiry of the 22nd day before the contractually determined date of performance. In case of cancellation between the expiration of the 22nd and the expiration of the 8th day before the date, the cancellation fee is a flat rate of 50% of the gross amount owed. In the event of cancellation after this period, the agreed amount shall be paid in full.
b) Provisions for regular appointment frequencies
aa. At the beginning of the contract period, Customer shall determine, in coordination with Wellnow, all dates and scopes of services booked by Customer for the contract period.
bb. A reduction of the agreed number of appointments and/or the hourly scope of services is possible, namely once until the end of the individually agreed test phase, otherwise only in case of a contract extension.
cc. An increase in the agreed appointments, increase in the hourly scope of services, rescheduling of appointments or a change in the day of the week or the start time is possible. These changes will be scheduled no earlier than one month after the conclusion of the change agreement.
dd. The client has the option to pause an already booked appointment up to 24 hours before the appointment. Paused appointments can be made up free of charge only within the contract period.
ee. If the client pauses a booked appointment less than 24 hours before the appointment, the right to a free make-up appointment expires.
6. billing and remuneration
a) The remuneration for the use of the service of Wellnow is based on the respective individual agreement between Wellnow and the client. All prices are subject to the applicable statutory value added tax.
b) Wellnow will invoice the client for the contractually owed remuneration at the beginning or at the end of the respective service month depending on the booked service and the agreed offer. The invoices are due for payment immediately upon issuance and without deduction.
c) Wellnow is entitled to adjust the amount of the remuneration according to equitable discretion (§ 315 BGB), if a further service provision without price adjustment is unreasonable for Wellnow when weighing the interests of both parties. Wellnow is entitled to such price increases up to 15% p.a., if the last price increase was at least 12 months ago. Wellnow will announce price increases to the customer one month in advance in text form. In case of price increases, the customer has a special right of termination, which he must assert in text form (e.g. by e-mail) within 14 days after notification by Wellnow. The exercise of the special right of termination shall result in the immediate termination of the contract. In the notification, Wellnow will separately point out to the customer the significance of his behavior.
d) In the event of cost sharing by the Client and its employees or full assumption of costs by employees, the Client shall assume the full costs for unbooked units within the agreed scope of dates.
e) The client undertakes to provide the personnel deployed by Wellnow with a parking space free of charge for the duration of the appointment; otherwise Wellnow shall charge a flat fee of EUR 9.00 net per appointment and per person deployed. Any other travel expenses of the personnel deployed by Wellnow shall also be borne by the Client.
7. duration of the contract, termination of the contract
a) If the parties agree on a regular appointment frequency of more than three months, the first three months shall be a test phase. The client may terminate the contractual relationship prematurely one month before the end of the test phase. In the case of a twelve-month term, the regular notice period shall be three months. The parties may individually agree on a test phase and notice period deviating from this.
b) The contractual relationship shall be automatically extended following the contractual period by the length of the original contractual relationship if the parties do not agree on an individual extension of the contract.
c) The term of the contract shall begin on the 1st day of the month in which the Client's first appointment agreed with Wellnow is to take place.
d) The right of the parties to terminate the contractual relationship by extraordinary termination for good cause remains unaffected. For Wellnow, an important reason shall be deemed to exist in particular if the customer violates his obligations from the aforementioned clauses 4a), 4c) of these GTC.
e) Notice of termination must be given in text form (e.g. e-mail).
8. warranty and liability
a) Wellnow shall be liable for intent and gross negligence. Wellnow shall be liable for slight negligence in case of damages resulting from injury to life, body or health of persons.
b) In case of slight negligence, Wellnow shall be liable only in case of breach of an essential contractual obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation), and limited to the amount of damages foreseeable and typical for the contract at the time of the conclusion of the contract.
c) This limitation of liability also applies to the benefit of Wellnow's vicarious agents.
9. right to exemption
a) The Customer shall indemnify Wellnow and its employees or agents against all claims of third parties in the event that claims are asserted by third parties due to alleged or actual infringements and/or violation of third party rights in connection with the use of the platform and/or the publication of content.
b) The customer undertakes to reimburse Wellnow for all possible costs incurred by Wellnow as a result of third party claims. Reimbursable costs also include the costs of an appropriate legal prosecution and legal defense, which Wellnow should incur in order to defend itself against claims of third parties. In this case, Wellnow shall immediately inform the customer concerned about legal defense measures to be taken.
10. use of trademarks and distinctive signs for reference purposes
For the duration of the contract, the client grants Wellnow the geographically unrestricted right to use the client's trademarks and business designations digitally and analogously in all media suitable for this purpose (e.g. online and print use of any kind) for self-promotion purposes.
11. non-solicitation; contractual penalty for violation of non-solicitation
a) During the term of these GTC and up to two years after the end of the contract, the Client undertakes to refrain from directly commissioning, either himself or through third parties, personnel of Wellnow (employees or commissioned partners) for services corresponding to the contractual services, in particular if such commissioning threatens Wellnow with the disclosure of business secrets or a significant impairment of the personnel and customer base.
b) In case of violation of the non-solicitation clause according to clause 11 a) of these GTC, the customer shall forfeit a contractual penalty for each individual case. The contractual penalty shall be calculated in the amount of the turnover generated by Wellnow through the former personnel of Wellnow engaged by the customer himself within the last 12 months of the contractual relationship between Wellnow and the former personnel. If the contractual relationship between Wellnow and the former personnel exists for less than 12 months, the amount of the contractual penalty shall be calculated according to the turnover generated with this personnel until then, calculated for 12 months. If the amount of the contractual penalty agreed upon according to lit. a) is not appropriate in a specific individual case, it shall be reviewed by the competent court in case of dispute. The contractual penalty shall become due at the time it is incurred. Wellnow reserves the right to assert other claims for damages.
12. data protection
Wellnow provides the services itself as the responsible party pursuant to Art. 4 No. 7 DSGVO; in terms of data protection law, there is no commissioned processing for the customer. Information on data protection law can be found in the current data protection declaration.
13. final provisions
a) Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.
b) Wellnow may change these GTC at any time, especially in case of legal and technical changes that were not foreseeable at the time of the conclusion of the contract. The changes will be communicated to the customer by e-mail or other suitable means. In case of changes to essential provisions of these GTC, the customer has a special right of termination, which must be asserted in writing within 14 days after notification by Wellnow. In the notification, Wellnow will separately point out to the customer the significance of his conduct. Material provisions in this sense are in particular clauses 1 to 7 of these GTC.
c) Wellnow is entitled to transfer this contract including all additional agreements with all rights and obligations to a company of its choice. In case of transfer of these GTC to another company, the customer is entitled to a special right of termination, which must be asserted in writing within 14 days after notification by Wellnow. In the notification, Wellnow will separately point out to the Client the significance of his conduct.
d) All disputes between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from and in connection with these GTC, regardless of the legal basis, is Berlin.