fitVibe Partnership Terms for Studios

These Partnership Terms apply between WELLORA I.K.E., a Private Capital Company (I.K.E.) with the distinctive title FITVIBE ("fitVibe" or "Platform"), and every partner studio, gym, wellness centre or professional that registers, is activated or uses the fitVibe Dashboard ("Partner" or "Studio").

For specific commercial terms agreed per Partner, such as the net price per booking, the revenue share percentage, invoicing details, banking details or a specific payment schedule, the individual written agreement or the arrangement accepted by the Partner in the fitVibe Dashboard prevails.

Subject Matter of the Agreement & Role of the Parties

a) Role of fitVibe (Intermediary): fitVibe acts solely as an intermediary for the facilitation of bookings, offering the Partner access to a new customer base through a subscription model (fitCoins).

b) Role of the Partner (Provider): The Partner is the exclusive provider of the Services (classes, facilities). The Partner bears full responsibility for:

1. The quality, safety, hygiene and suitability of the premises and the staff.
2. Compliance with all applicable legal, tax and social security requirements of Greek legislation.

c) Services: "Services" means the classes, sessions or facilities provided by the Partner and listed in the fitVibe Dashboard.

Service Quality Commitment: The Partner undertakes that its facilities, equipment and staff meet the prevailing industry best practices for health, safety and cleanliness, and that all Services are provided with professionalism and consistency, so that the experience and the brand of fitVibe are protected.

Inventory Management & Operational Requirements

a) fitVibe Dashboard: The Partner is obliged to use the dedicated fitVibe Dashboard for the entry and management of the inventory (schedule, availability, rules). All information must be accurate and updated without delay.

b) Inventory Commitment: The Partner agrees to make available a specific, agreed minimum inventory of places in selected classes on the Platform. The Partner has control of the Smart Spots (that is, the available places made available to fitVibe), safeguarding the protection of its direct members.

c) Obligation to Accept: The Partner must accept and provide the service to every fitVibe user holding a valid booking, without additional charges or discrimination.

d) Studio Rules & Cancellations: The Partner must set clear cancellation/No-Show rules in the Dashboard. All bookings and cancellations must be handled exclusively through the fitVibe Platform.

Financial Terms & Settlement

a) Payment per Booking (Net Rate): For every completed booking (that is, attendance) of a fitVibe user, fitVibe will pay the Partner an agreed net price ("Net Amount") or a pre-agreed percentage of the nominal price (Drop-in Rate) of the class.

b) fitCoins Management & Dynamic Pricing: fitVibe manages the variability of the value of fitCoins (Smart Rate) towards Users. This dynamic pricing does not affect the agreed Net Amount paid to the Partner.

c) fitVibe Commission (Commission Fee): The fitVibe Commission equals the difference between the total value of the booking (on the basis of the nominal price) and the Net Amount paid to the Partner.

d) Payment Procedure: fitVibe will pay the total of the Net Amounts for completed bookings on a monthly basis, in accordance with the schedule stated in the individual commercial agreement, in the fitVibe Dashboard or in the relevant settlement report. If no more specific schedule has been agreed, payment is executed after the finalisation of the monthly settlement and the receipt of the required tax and banking details of the Partner.

e) Taxation & Invoicing (Greek Compliance):

1. The Partner is responsible for issuing a retail sales receipt (Απόδειξη Λιανικής Πώλησης) or an invoice to the end User for the value of the Service provided.
2. fitVibe will issue to the Partner a service provision invoice (Τιμολόγιο Παροχής Υπηρεσιών) for the amount of its Commission.

Legal Protection & GDPR

a) Non-Circumvention: The Partner is strictly prohibited from soliciting or encouraging fitVibe users to make direct bookings or payments, with the aim of avoiding the fitVibe Commission.

b) Data Protection (GDPR):

1. Processing role: fitVibe and the Partner act as separate Data Controllers.
2. Check-in data: The Partner receives only the strictly necessary details (name, booking time) for the purpose of the Check-in. It is obliged to handle this data in accordance with the GDPR and the Privacy Policy of fitVibe.
3. Compliance obligation: The Partner declares that it fully complies with the GDPR and has its own Privacy Policy.

Investigation & Handling of Abusive Conduct: fitVibe reserves the right to investigate any indication of abusive or fraudulent use of the Platform by the Partner, including false or fictitious bookings, manipulation of inventory or attempts to mislead users. In such cases, fitVibe may take the appropriate measures, including the suspension and/or termination of the partnership.

Termination & Governing Law

a) Termination: Either Party may terminate the Agreement upon thirty (30) days written notice. fitVibe reserves the right of immediate termination in the event of:

1. Breach of the Non-Circumvention clause.
2. Serious quality or safety complaints from users.
3. Breach of the GDPR.

Temporary Suspension: Beyond definitive termination, fitVibe reserves the right to temporarily suspend the partnership with the Partner (e.g. ceasing the display of the Studio on the Platform and its ability to receive new bookings), in cases where a check of quality, safety, compliance with the terms of this Agreement or with the applicable law is required. During the suspension, the Partner will be informed of the steps required for the suspension to be lifted, where this is deemed feasible by fitVibe.

b) Governing Law & Jurisdiction: The Agreement is governed by Greek law. For the resolution of any dispute, the Courts of Athens have exclusive jurisdiction.