Terms of Service - Coaches

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the software platform provided by Coachway (the "Service" or "Platform") as a coach, trainer, gym-operator or other health/fitness professional ("Coach", "you", "your"). By creating an account or otherwise using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

2. Eligibility & Accounts

• You must be at least 18 years old and have the full legal capacity to enter into these Terms.
• You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your login credentials.
• You must provide accurate, current and complete information when registering, and keep your details up to date.

3. Nature of the Service

• Coachway provides the Service to enable Coaches to manage their coaching business, communicate with clients, track progress, offer plans and deliver other coaching-related services via our platform.
• Coachway does not provide coaching services, training advice, nutritional counselling or medical services and is not a party to the agreement you have with your clients.
• You remain solely responsible for your coaching services, your clients, your compliance with applicable laws, regulations, professional standards and for the content and advice you provide.

4. End-User Terms of Service

• You are required to procure that each of your clients (each an "End-User") accepts the End-User Terms of Service when the End-User is first onboarded on the Platform by you.
• The onboarding process for End-Users is facilitated by Coachway through the onboarding process on the Platform.

5. Payments & Fees

• Coaches pay a monthly subscription fee (and any applicable taxes) to Coachway for access to the Service. In addition to the subscription fee, a separate fee is charged if you choose to use the integrated Stripe payment solution available on the Platform. Fees are payable monthly in arrears. The fees are subject to adjustment by Coachway with 3 months' prior written notice (e-mail sufficient). All fees are non-refundable.
• A "billable active client" means an End-User who has been created, imported or otherwise added to your coach account in the Platform and who has active access to the Platform for more than 48 hours during the relevant billing period, or who is otherwise marked as active in the Platform during that period.
• If you integrate a payment processor (e.g., Stripe) for your End-Users through the Service, Coachway only provides the technical integration. Payments from End-Users are processed by you (or your chosen processor) and Coachway is not responsible for disputes, refunds or chargebacks related to End-User payments.

6. Use of the Platform & Restrictions

You agree that you will not use the Service to:

• Upload or transmit illegal, harmful, defamatory, infringing or abusive content;
• Attempt to access, interfere with or use accounts, systems or data that do not belong to you;
• Share your login credentials or allow unauthorized third parties to access your account;
• Use the Service for purposes other than your professional coaching business;
• Reverse engineer, decompile or attempt to derive the source code or underlying structure of the Service;
• Use any robot, spider, scraper or automated means to access or monitor the Service. Coachway reserves the right to suspend or delete your account for misuse or at our sole discretion.

7. Content Ownership & License Grant

• You retain ownership of any content developed by you and uploaded to the Service (plans, videos, documents, templates, etc.).
• Coachway retains all rights, title and interest in and to the Service, including all software, designs, trademarks and infrastructure.
• Subject to these Terms, Coachway grants you a limited, non-exclusive, non-transferable license to access and use the Service in the course of your business.
• Coachway will not use, share or publish your content without your explicit permission, except as necessary to operate the Service.

8. Data-Protection & Privacy

• Coachway is responsible for technical and organisational security of the Service, selecting and managing its processors, defining security settings, encryption, deletion protocols and user access management.
• You are responsible for safeguarding your credentials and ensuring proper user practices.
• Coachway may process data on End-Users on your behalf in accordance with and subject to the terms and conditions of the Data Processing Agreement (Standard Contractual Clauses) that is entered into by Coachway and you.
• As a data controller you are required to ensure that your coaching services comply with applicable data protection laws, including GDPR.

9. Platform Availability & Changes

• Coachway may modify, suspend or discontinue all or part of the Service at any time, without liability or notice, to facilitate maintenance, upgrades, security or other operational needs. Coachway will use reasonable commercial efforts to minimize any down-time.
• Coachway does not guarantee uninterrupted or error-free operation of the Service.

10. Termination & Account Closure

• You may terminate your account at any time with one month's notice to the end of a calendar month. The account may be closed through your account settings or by contacting support.
• Coachway may suspend or terminate your account at any time, with or without notice in the event of breach of these Terms.
• Upon termination, your access to all data, including End-User Data, stored on your account will cease. You are responsible for exporting all data within 30 days after termination; thereafter Coachway may permanently delete your data and backups in accordance with our deletion policy.

11. Warranty Disclaimer

The Service is provided "as is" and "as available". Coachway makes no representations or warranties of any kind, express or implied.

12. Limitation of Liability

• To the maximum extent permitted by law:
  • Coachway is not liable for any indirect, incidental or consequential damages, including loss of business, revenue, goodwill or data, arising out of or in connection with these Terms or the Service.
  • Coachway's total aggregate liability to you for all claims under or in connection with these Terms is limited to the amount of subscription fees paid by you to Coachway during the prior 30 days.

13. Indemnification

You agree to indemnify, defend and hold harmless Coachway, its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, damages, losses and expenses (including legal fees) arising out of or in connection with your use of the Service, your coaching business, your clients or your breach of these Terms, including any breach of data protection laws.

14. Changes to Terms

Coachway may update these Terms from time to time. Coachway will notify you of material changes via email or dashboard notice. Continued use of the Service after such changes constitutes your acceptance of the revised Terms.

15. Confidentiality

You must maintain the confidentiality of any non-public, proprietary information (including technical, business or customer data) that you obtain through the Service and not disclose it except to your employees or contractors who have a need to know and are bound by appropriate confidentiality obligations.

16. Assignment & Severability

• Coachway may assign or transfer your subscription agreement under these Terms (or any rights under them) to a third party without your consent. You may not assign or transfer your rights under these Terms without Coachway's prior written consent.
• If any provision of these Terms is found invalid or unenforceable by a court, the remaining provisions will continue in full force and effect.

17. Governing Law & Venue

• These Terms are governed by and construed in accordance with the laws of Denmark.
• Any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the Copenhagen City Court, Denmark.