General terms and conditions and customer information

I. General Terms and Conditions

§1 Basic provisions

These General Terms and Conditions (hereinafter referred to as "GTC") govern the contractual relationship between Natty Gains Beteiligungs GmbH & Co. KG, Talstraße 7, 42697 Solingen, Germany, info@nattygainscoaching.comregistered in the Commercial Register of the Local Court of Wuppertal, Commercial Register Number HRA 24831, represented by the personally liable partner, Natty Gains Verwaltungs-GmbH, represented by the Managing Director Jannik Disch, Talstraße 7, 42697 Solingen, Germany, registered in the Commercial Register of the Local Court of Wuppertal, Commercial Register Number HRB 29564 and the Licensee (hereinafter referred to as LN). These GTC apply to all services offered by the licensor (LN).
The LS has developed the web-based nutritionist software (hereinafter referred to as "Software") including a web-based customer app (hereinafter referred to as "App"). The Licensee receives access to the Software by means of personalized access data and can organize and manage his clients via a dashboard (STARTER tariff). Alternatively, the LN can also give his customers access to his nutritional advice via the app (PROFESSIONAL tariff).
The specific information on the available tariffs, including a description of the services offered, can be found in the price overview on the website can be found on the website.
A LN within the meaning of these GTC can only be an entrepreneur as defined in Section 14 of the German Civil Code (BGB). An entrepreneur in this context is any natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding the contract. The Licensee must either be at least 18 years old or have reached the age of majority in accordance with the laws of the country in which he or she resides and from where he or she uses the Software in order to register as a User.
The LN is free to integrate access to the app into an existing nutritional advice concept or to provide the customer with the app for their own use. The LN is also free to promote the app in marketing or advertising campaigns (e.g. member recruitment, customer loyalty measures, weight loss challenges).
For this purpose, a version of the app adapted to the LN's corporate design (logo, colors for the buttons, cover image) is created for the LN in the PROFESSIONAL tariff as part of the fee-based subscription, which is hosted as a subdomain on a web server and which the LN can use during the contract period to provide its customers with personal access to the app.
To activate the personal app accesses of its customers, the licensee receives codes from the licensor (number depending on the software license booked), which are provided to the licensee in its software on a monthly basis during the term of the contract.
A specific condition of the software is not agreed. The software is always provided for use in its current state of development. It is the obligation of the LS to ensure that the current version of the software is installed on the web server or, in the case of updates, that this is installed within 14 days of completion of the update. In addition, the LS shall ensure that any faults caused by the software provided are rectified within a reasonable period of time.
Further installation and configuration services are not covered by this contract, but can be agreed separately between the parties.

§ 2 Subject matter of the contract

The subject matter of this agreement is the non-exclusive, non-transferable and non-sublicensable right to use the software, limited to the term of this agreement.
In particular, the licensee is expressly prohibited from sublicensing the software or parts thereof to other nutritionists, coaches or similar professionals or making it accessible in any other way.

§ 3 Registration and test phase

To use the software, the LN must register and log in. By going through the online registration process and creating a profile, a provisional user agreement is concluded with us.
To register, the LN only needs an e-mail address and a password of their choice. The registration process is completed by clicking on "Create test account".
The LS reserves the right to check the data for completeness and plausibility and to delete the licensee's account immediately if there are concerns about improper use of the software.
After successful registration, the licensee has a 7-day free trial period. During this phase, the LN can use the software to its full extent. This excludes the creation of nutrition plans in PDF format and access to guides, marketing templates and other documents.

§ 4 Paid subscription

At the end of the test phase, the LN has the option of taking out a paid subscription to continue using the software.
To do this, the licensee selects the desired software license and provides the following information via a form in the next step: Name, e-mail address, billing address and, depending on the software license selected (STARTER or PROFESSIONAL plan), all necessary information for setting up their software (logo, colors, name of subdomain). The licensee is then redirected to the payment page to enter their preferred payment method. The paid subscription is concluded by clicking on "Subscribe with obligation to pay".
Alternatively, the licensee has the option of booking a paid subscription directly via the website without having to take advantage of the free trial period. In this case, the desired software license is selected in the price overview on the website and the preferred payment method is entered directly on the payment page without the need for additional form details. The paid subscription is concluded by clicking on "Subscribe with obligation to pay".
The LH is obliged to always ensure that the specified account has sufficient funds. In the event of a return debit note caused by insufficient funds in the account or by circumstances for which the LH is responsible, the LH is obliged to bear all costs incurred as a result, including bank charges and any processing fees of the LS. The LH undertakes to inform the LS of all circumstances that could impair proper payment processing and, if necessary, to ensure sufficient account coverage or alternative payment arrangements in good time.

§ 5 License fees and codes

The license fee is based on the current price overview. Die jeweiligen Software-Lizenzen unterscheiden sich grundsätzlich in ihrem Leistungsumfang in STARTER und PROFESSIONAL.
As part of the PROFESSIONAL software license, the LN can use the codes provided to activate a 4-week access to the app for its customers.
Customer access can be extended by a further 4 weeks at any time by using another code.
The licensee has the option of purchasing additional codes. Here too, the costs are based on the current price overview at the time of purchase.
The codes provided to the LN are valid for a period of 12 months from the time of provision and can therefore also be transferred to subsequent months.
If the contract is terminated by the licensee, all unredeemed codes expire at the end of the contract.

§ 6 Term and termination

When booking a "STARTER" or "PROFESSIONAL" license license: The contract can be concluded either as a monthly contract or as an annual contract.
In the case of a monthly contract, the contract is concluded for a term of one month and can be terminated by either party at the end of the respective contract month. Otherwise, the contract term is extended by a further month in each case.
In the case of an annual contract, the contract is concluded for a term of 12 months. It can be terminated by either party with a notice period of 3 months to the end of the respective contract year. If the contract is not terminated in due time, the contract term is extended by a further 12 months in each case.
The term of the contract begins immediately after the conclusion of the paid subscription.
The Licensee has the option of upgrading his software license at the end of a contract month (either from the STARTER to the PROFESSIONAL tariff or within the PROFESSIONAL tariff by changing the number of codes). The basic contract term remains unaffected by this.
At the end of the contract term, the licensee has the option of downgrading his software license.
In addition, the contract may be terminated in writing by either party without notice for good cause. Good cause entitling the LS to terminate the contract shall be deemed to exist in particular if the LH infringes the rights of use of the LS by using the software beyond the extent permitted under this contract and fails to remedy the infringement within a reasonable period of time following a warning from the LS.
Notice of termination must be given in writing.
In the event of termination, the licensee's right to use the software shall end and he shall cease to use it. In particular, he may not conclude any new contracts with his customers for a maximum of 4 weeks after the date of termination

§ 7 Obligations of the LN

The licensee shall ensure that the software and the access data for its online access are secured against unauthorized third parties. Appropriate measures must be taken by the licensee (see § 11).
The following conditions apply to the customers of the LN for taking advantage of the offer:

The LG offer is only suitable for people in a generally good state of health. We recommend that people with pre-existing conditions or pregnant women consult a doctor. In this respect, the LN must ensure that it only uses the app-based support for customers who are "generally healthy" in the above sense.
The LG's offer is in no way a substitute for a medical examination or treatment. It is expressly pointed out that the LG does not provide any medical advice.
The offer can be used with all common Internet browsers in the latest version on both desktop and mobile devices. Previous versions are supported up to the penultimate browser version.
Registration is required in order to make use of the services offered by the LG. This registration requires a valid e-mail address of the user.

§ 8 Property rights

The programs, the program and data conception, all associated patents, copyrights and trademarks remain the property of the LS.
This contract does not transfer any ownership rights to the software or any associated ownership or exploitation rights to the purchaser of the programs.
A "powered by Natty Gains" notice is placed in the LN app to indicate the collaboration with LG.
The licensee has no claim to the provision of the source code or disclosure of the algorithm used for the software incl. the app. the app. Likewise, the licensee may not reproduce or copy the software or parts thereof or make changes or modifications to the software.
Neither the database nor the LG's existing recipes may be declared as the LN's own recipes.
The LN has the option of creating their own recipes incl. picture in the software.
The LH assures that he owns the rights to the recipe as well as the image rights and all other associated copyrights, trademark rights and other intellectual property rights to the uploaded recipe or has the corresponding permission to use them. The licensee shall indemnify the licensor and hold him harmless from all claims asserted by third parties against the licensor due to the infringement of rights to the recipe, including image rights. image rights against the licensor.
The LH is obliged to inform the LS immediately if he becomes aware of possible legal claims by third parties in relation to the rights to the recipe, including image rights. image rights. In the event of a legal dispute, the LH shall take an active role in the defense against such claims or shall support the LS in an appropriate manner.
If the LH violates the contents of the contract, the LG is entitled to extraordinary termination of the contract.

§ 9 Maintenance

The LS warrants that the contractually agreed quality of the software will be maintained during the term of the contract and that no rights of third parties conflict with the contractual use of the software. The LS shall remedy any material defects and defects of title in the software within a reasonable period of time.
The LH is obliged to notify the LS in writing of any defects in the software immediately after their discovery. In the case of material defects, this shall be done by describing the time of occurrence of the defects and the more detailed circumstances.

§ 10 Liability

The LG has unlimited liability
1. in the event of intent or gross negligence,
2. for injury to life, limb or health,
3. in accordance with the provisions of the Product Liability Act and
4. to the extent of a guarantee assumed by the LG.
In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the liability of the LS shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.
The LS shall have no further liability. In particular, the LS shall not be liable for initial defects unless the requirements of the above paragraphs are met. There is also no liability for improper use of the software by the licensee and/or the licensee's customers.
The above limitation of liability also applies to the personal liability of employees, representatives and organs of the LS.

§ 11 Security measures

The licensee undertakes to keep all access data for registration, including the password, strictly confidential. Under no circumstances may this data be made accessible to unauthorized third parties. The licensee is responsible for the security of his access data and must take appropriate measures to ensure their confidentiality.
If there is reason to believe that the licensee's access data has been compromised or there are indications that unauthorized third parties have gained or could gain knowledge of this data, the licensee is obliged to inform the LS immediately. In such cases, the Licensee shall immediately change his passwords and take all necessary steps to prevent further unauthorized access.
In the event of breaches of these terms and conditions, in particular negligent handling of access data, the licensee shall be liable for all resulting damages, unless he can prove that he is not at fault. Irrespective of this, the Licensor reserves the right to temporarily block the account concerned in the event of suspected misuse or security breaches in order to ensure the protection of data and the security of all users.
At the LG's request, the LG shall be enabled to check the contractual use of the software (in particular compliance with the contractual scope of use).

§ 12 Data protection

The personal data of the LN and the "customers of the LN" shall be treated confidentially by the LS and shall not be passed on to third parties without the express consent of the person concerned, unless the LS is obliged to disclose the data to law enforcement agencies by law or by court order.
The subcontractors and technical service providers who work with the LS must also commit to confidentiality and data protection.
If the LH processes personal data within the scope of this contractual relationship, he shall be responsible for compliance with data protection regulations. The LS shall process the data transmitted by the LH only in accordance with the instructions of the LH. If it is of the opinion that an instruction of the LH violates data protection regulations, it shall point this out to the LH.
In addition, the data protection provisions of the LG apply at https://nattygains.de/datenschutzerklaerung/.

§ 13 Confidentiality

The parties agree to maintain confidentiality regarding confidential information. This obligation shall continue for a period of two years after termination of the contract.
Such confidential information is exempt from this obligation,
1. which were demonstrably already known to the recipient when the contract was concluded or which subsequently become known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
2. which are publicly known at the time of conclusion of the contract or are made publicly known thereafter, insofar as this is not based on a breach of this contract;
3. which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.
The parties shall only grant access to confidential information to consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this agreement. Furthermore, the parties shall only disclose the confidential information to those employees who need to know it for the execution of this contract and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.
Any culpable breach of the above confidentiality obligations shall result in a contractual penalty of € 5,001.00. Further claims of the parties remain unaffected.

§ 14 Miscellaneous

The LN's general terms and conditions do not apply to this contractual relationship.
This contract shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).
The parties are aware that the software may be subject to export and import restrictions. In particular, there may be licensing requirements or the use of the software or associated technologies abroad may be subject to restrictions. The Licensee shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. The performance of the contract by the Licensor is subject to the proviso that there are no obstacles to performance due to national and international export and import regulations or other statutory provisions.
The place of performance is Solingen. The exclusive place of jurisdiction is Solingen, provided that each party is a merchant or a legal entity under public law.

§ 15 Amendment of the GTC

The LS is entitled to amend these GTC at any time.
In the event of a change to the GTC, the LS shall inform the LH of this in text form. The LH shall be deemed to have consented to the corresponding contractual amendments unless the LH objects to the amendment of the GTC in text form within 30 days of receipt of the notification of amendment. The LS shall expressly draw the LH's attention to this consequence of a failure to object together with the notification of amendment.
In the event that the LH refuses to agree to the amendments to the GTC with effect on an existing contractual relationship, the LS shall be entitled to terminate the contract - with continuation under the previous conditions - at the end of the current contract term, taking into account the next possible termination date.

§ Section 16 Severability clause

Should one or more of the provisions contained in this contract be void or ineffective or lose its legal effectiveness due to later circumstances, this shall not affect the validity of the remaining provisions.
In such a case, the invalid provision shall be reinterpreted or supplemented in such a way that the purpose intended by the invalid provision is achieved. The same applies if a gap requiring supplementation arises during the execution of the contract.
If the invalidity of a provision is based on a measure of performance or time (deadline or date), the legally (still) permissible measure shall take its place.
The contracting parties are obliged to formally amend the wording of the contract to specify any necessary changes.

II Customer information

1. identity of the seller

Natty Gains Beteiligungs GmbH & Co. KG
Talstrasse 7
42697 Solingen
Germany

Phone: +49 176 78175903
E-Mail: info@nattygainscoaching.com

2. alternative dispute resolution:

The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), which can be accessed at https://ec.europa.eu/odr.

3. information on the conclusion of the contract

The technical steps for the conclusion of the contract, the conclusion of the contract itself and the correction options are carried out in accordance with the "Conclusion of contract" provisions of our General Terms and Conditions (Part I.).

4. contract language, contract text storage

(1) The contract language is German.

(2) The complete text of the contract is not saved by us. Before sending the order via the online shopping cart system, the contract data can be printed out using the browser's print function or saved electronically. After we have received the order, the order data, the information required by law for distance selling contracts and the General Terms and Conditions will be sent to you again by e-mail.

(3) In the case of requests for quotations outside the online shopping cart system, you will receive all contractual data as part of a binding offer in text form, e.g. by e-mail, which you can print out or save electronically.

5. essential characteristics of the goods or services

The essential characteristics of the goods and/or services can be found in the respective offer.

6. statutory liability for defects

Liability for defects is governed by the "Warranty" provision in our General Terms and Conditions (Part I).

Last update: 27.08.2024