a) These General Terms & Conditions (hereinafter referred to as "T&Cs") shall apply to the contractual relationship between
Wellnow Group GmbH, Urbanstr. 71, 10967 Berlin Phone: 030 / 220 121 56 E-mail: email@example.com
(hereinafter referred to as "Wellnow") and the cooperation partner as client (hereinafter referred to as "client").
b) The object of these T&Cs are services for therapeutic purposes and for increasing physical well-being in the areas of fitness, wellness and consulting.
c) Clients within the meaning of No. 1 lit. a) are exclusively businesses within the meaning of § 14 para. 1 BGB (German Civil Code).
d) Services and offers are provided exclusively on the basis of these T&Cs. The T&Cs therefore also apply to all future business relations with companies, even if they are not expressly agreed again. The inclusion of a client's general terms and conditions that contradict these T&Cs and conditions is already now contradicted.
For the purposes of these T&Cs, quarters are the three-month periods of the respective contract term:
(The commencement of the contract period is determined in accordance with Clause 6 lit. b).
a) Wellnow ensures that the personnel used for the execution of Wellnow's orders have the necessary specialist knowledge.
b) Wellnow provides all work equipment required for the performance of the service (lounger, massage chair, oils, lotions and disinfectant spray) and brings them to the client’s appointment at its own expense.
c) The performance of massages is not a standardized service. Wellnow will take the client's wishes into account when rendering the service, but is not obliged to adhere to a specific routine or technique.
a) The client is obliged to pay Wellnow the agreed remuneration in accordance with the scope of services and Clause 5 of this contract.
b) Irrespective of the provisions on pausing or rebooking of orders in accordance with Clause 4 of this contract, the client must inform Wellnow immediately in writing if it is unable to accommodate the service.
c) The client must ensure that Wellnow is provided with the conditions necessary for the execution of the service at the place where the service is performed (in particular a suitable, possibly opaque, room). Furthermore, the client undertakes to provide Wellnow's staff with a parking space for the duration of the appointment; otherwise Wellnow will charge a flat fee of EUR 9.00 per appointment and per each Wellnow personnel.
d) The client grants Wellnow's staff sufficient breaks during the performance of the massage services. In order to ensure the consistent quality of the service, the therapist is entitled to a minimum number of breaks for treatment lasting more than 3 hours in accordance with the following requirements:
The client will not be charged for break times.
a) The client must commission Wellnow with a scope of services of at least one appointment and a minimum duration of 3 hours per month.
b) At the beginning of the contract period, the client shall determine all appointment dates and scope of services booked by the client in coordination with Wellnow. A subsequent adjustment of the appointment dates and the scope of services is only possible for the following quarter of the contract term. Paused appointments must be agreed in the current quarter for the following quarter. The scope of services can be reduced once within the first quarter of the contract term for the following three quarters. An extension of the scope of services is possible free of charge for the following quarters. For each further adjustment of the scope of services, the client must pay a flat fee of 99.00 EUR.
c) The client has the possibility to pause an already booked appointment up to 48 hours before the appointment. Paused appointments can be caught-up for free of charge only in the following quarter beyond the appointments agreed at the beginning.
d) If the client pauses an appointment within less than 48 hours before the booked appointment or if he pauses an appointment in the last quarter of the contract term and the contract is not extended, the right to a catch-up an appointment expires.
e) Wellnow provides the client with one therapist per monthly appointment, who provides the booked services on a recurring basis each month. If a regularly provided or already confirmed therapist is not available for an appointment, Wellnow will try to find a therapist of the same sex. If no therapist of the same sex can be found for the agreed appointment, Wellnow is also entitled to employ therapists of a different sex. Wellnow does not have to obtain the client's consent to these changes. The absence of a therapist who is regularly made available or has already been confirmed shall not be a permissible reason to refuse acceptance of services. If Wellnow and the client agree on a scope of services that includes more than one appointment per month, Wellnow will provide an additional therapist for each monthly appointment at the client's request. A change of therapist within the contract period is possible free of charge.
f) During the term of the contract, the client may pause for one to a maximum of three full months. The regular contract term is extended by the period of the paused month or months. Wellnow invoices the services already during the paused period, while Wellnow does not invoice for services which are not invoiced during the extended contract period.
g) In order to facilitate the coordination of appointments and the handling of payments for massage services, Wellnow provides the client with free software for the duration of the contract if required.
a) The remuneration for the use of Wellnow's services shall be based on the respective individual agreement between Wellnow and the client, which is an integral part of this contract. All prices are exclusive of the applicable statutory value added tax.
b) Wellnow will invoice the client in advance for the contractually owed remuneration for the current month. The monthly invoice will not be corrected for paused or missed appointments caused by Wellnow. At the client's request missed appointments caused by Wellnow will be corrected in the following invoice or refunded separately. Invoices are due for payment immediately upon issue of the invoice and without deduction. The client has the option to pay annually in advance. In this case Wellnow waives 1/12 of the annual costs to the client as a discount.
c) Wellnow is entitled to adjust the amount of remuneration at its reasonable discretion (§ 315 BGB) if further performance without price adjustment is unreasonable for Wellnow after weighing the interests of both parties. Wellnow is entitled to such price increases of up to 15% p.a. if the last price increase occurred at least 12 months ago. Wellnow will announce price increases to the client one month in advance in text form. In the event of price increases, the client has a special right of termination, which he must assert in text form (e.g. by e-mail) within 14 days of notification by Wellnow. The exercise of the special termination right shall result in the immediate termination of the contract. Wellnow will separately inform the client of the results of a termination in the notification.
d) In the case of cost sharing of the massage appointments by the client and employees or the full assumption of the costs by employees, the client assumes the full costs for unbooked slots within the agreed appointment scope. Wellnow will invoice the costs for unbooked units in the following month.
a) The contract is concluded for a period of 12 months.
b) The contract period begins on the 1st day of the month in which the first appointment agreed with Wellnow is to take place.
c) The client is obliged to accept Wellnow's services in the first quarter of the contract, the so-called test phase. A termination of the first quarter is therefore excluded.
d) If the client decides not to continue the contract beyond the test phase, he has to cancel it at the latest by the end of the 2nd month of the test phase.
e) The contractual relationship shall be extended by a further 12 months after the end of the current contract year if the client does not terminate the contract by the end of the 9th month of the current contract period.
f) The right of the parties to terminate the contractual relationship by extraordinary termination for good cause remains unaffected. For Wellnow, an important reason exists, in particular, if the client violates his obligations from the above clauses 3a), 3c) of this contract.
g) Termination requires text form (e.g. e-mail).
a) Wellnow is liable for intent and gross negligence. In case of slight negligence Wellnow is liable for damages resulting from injury to life, limb or health of persons.
b) In the event of slight negligence, Wellnow shall otherwise only be liable in the event of a breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the client may regularly rely (cardinal obligation), as well as limited in amount to the damages foreseeable and typical for the contract at the time of conclusion of the contract.
c) This limitation of liability also applies in favour of Wellnow's vicarious agents.
a) The client indemnifies Wellnow and its employees or agents against all claims by third parties in the event of claims being asserted by third parties due to alleged or actual infringements of rights and/or infringement of third-party rights asserted by third parties in connection with the use of the platform and/or the publication of content.
b) The client undertakes to reimburse Wellnow for any costs it may incur as a result of the use of third parties. Reimbursable costs also include the costs of appropriate legal proceedings and defence that Wellnow should incur to defend itself against third-party claims. In this case Wellnow will inform the affected client immediately of any legal defence measures to be taken.
a) For the duration of the contract, the client grants Wellnow the unrestricted right to use the client's trademarks and business names digitally and analogously in all suitable media (e.g. online and print use of any kind) for self-promotion.
a) The client assures to refrain from instructing therapists (Wellnow employees or staff and partners commissioned by Wellnow) himself or through third parties during the term of this contract and up to two years after its termination.
b) In the event of violation of the non-solicitation clause pursuant to Section 10 a) of these T&Cs, the client shall forfeit a contractual penalty for each individual case. The contractual penalty is calculated in the amount of the turnover generated by Wellnow’s therapist commissioned by the client himself during the last 12 months of the contractual relationship between Wellnow and the therapist. If the contractual relationship between Wellnow and the therapist exists for less than 12 months, the amount of the contractual penalty shall be calculated on the basis of the turnover achieved with this therapist up to then, calculated for 12 months. Should the amount of the contractual penalty agreed under lit. a) not be appropriate in the specific individual case, it shall be examined by the competent court in the event of a dispute. The contractual penalty shall become due at the time at which it arises. Wellnow reserves the right to assert other claims for damages.
a) Wellnow provides the services itself as the responsible party pursuant to Art. 4 No. 7 DSGVO; under data protection law, there is no processing of data for the client. Privacy notices can be found in the current privacy statement.
a) Should one or more provisions of these T&Cs be or become invalid, this shall not affect the validity of the remaining provisions.
b) Wellnow can change these T&Cs at any time. The changes shall be notified to the client by e-mail or by any other suitable means. The client has a special right of termination in the event of changes to essential provisions of these T&Cs, which must be asserted in writing within 14 days of notification by Wellnow. Wellnow will separately inform the client of the significance of its termination in the notification.
c) Wellnow is entitled to transfer this contract including all additional agreements with all rights and obligations to a company of its choice. If this contract is transferred to another company, the client is entitled to a special right of termination, which must be asserted in writing within 14 days of notification by Wellnow. Wellnow will separately inform the client of the significance of its termination in the notification.
d) All disputes between the parties shall be exclusively governed 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 T&Cs, regardless of the legal basis, shall be Berlin.
e) This is an English translation of the General Terms and Conditions. However, solely the German version is authoritative.
Last update: 14.2.2019