Partner Venue Agreement

Scope: This agreement applies only to partner venues. Subscriber members accept separate user terms inside the app.

1) Parties & Acceptance

This Fit+ Partner Venue Agreement (the “Agreement”) forms a binding agreement between:

• Fit+: SweatWorks Oy, Business ID 3544330-3, Hyytänpiha 1, 20400 Turku, Finland ("Fit+", "we", "us").

• Partner Venue: The legal entity completing signup and clicking Accept or enabling its Partner Venue listing in the Fit+ app ("Partner Venue", "you").

By creating a Partner profile, listing your Partner Venue, accepting a booking, or validating a check‑in via the app, you accept and agree to this Agreement

2) Definitions

For clarity and legal certainty, the following defined terms apply. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” References to “day” mean calendar day unless expressly stated otherwise.

• European Union (EU): The Member States of the European Union in which this Agreement is made available by Fit+.

• Member: An end user with a valid Fit+ subscription and account.

• Visit: A verified check-in to a Partner Venue completed through the Fit⁺ platform or approved on-site verification method, or a booked Class that is not cancelled within the applicable cancellation window.

• Class: A scheduled, instructor‑ or coach‑led session requiring an in‑app booking (e.g., yoga, dance, martial arts, personal training, Pilates, or comparable studio‑type services).

• Standard: General fitness gym category weighted 1× for payout calculations.

• Premium: Enhanced facilities/services category weighted 2× for payout calculations.

• Elite: Trainer/instructor‑led, studio‑type, and spa/sauna services category weighted 3× for payout calculations (includes Classes, personal training, and comparable services).

• Weighted Visit: A Visit multiplied by the category weight (1× / 2× / 3×).

• Subscription Revenue Pool: The portion of monthly subscription receipts attributable to operations in the European Union and eligible for Partner Venue allocation.

• Statement: The monthly self‑billing statement Fit+ issues on the Partner Venue’s behalf showing Visit counts/weights and resulting payout.

• Locking System: The Partner Venue’s access control/entry system (for example, turnstiles, smart locks, or gates) and its supplier/integrator.

• International Bank Account Number (IBAN): The standardised bank account identifier used for payouts.

• Euro (EUR): The currency used for payouts under this Agreement unless otherwise notified.

• Value Added Tax (VAT): Any value added, sales, or similar indirect tax applicable to supplies under this Agreement.

• Minimum Payout: The minimum accumulated balance (€100) required before a transfer is issued.

• No‑Show: A booked Class where the Member does not attend and has not cancelled within the applicable cancellation window for that Class.

3) Nature of the Platform & Relationship

3.1 Marketing & Referral Platform. Fit+ operates a marketing, referral, and access‑allocation platform for fitness and wellness venues. Fit+ is not a sporting venue, fitness studio, spa, or training provider and does not deliver or supervise physical activities.

3.3 Independent businesses; no exclusivity. Each party operates independently. No partnership, agency, or employment relationship is created. Either party may work with others.

3.4 EU‑wide. This Agreement applies across the EU and may be localised per country as notified in‑app.

4) Partner Venue Obligations, Safety & Standards

4.1 Listing accuracy. You will keep your profile (address, hours, age limits, capacity, schedules, amenities, restrictions) accurate and current in the app.

4.2 Equipment maintenance & safety practices. You are solely responsible for maintaining all equipment (including fixed installations and portable equipment) in safe, working order and for implementing and enforcing appropriate health, hygiene, safeguarding, and safety practices within your facility, in accordance with applicable laws, regulations, and industry standards. Failure to meet these obligations may result in immediate suspension/delisting until remedied, in Fit+’s reasonable discretion.

4.3 Minimum standards. Cleanliness, safe equipment, trained/qualified staff where required, and compliance with law and local rules.

4.4 Insurance. By adhering to this Agreement, you warrant that you maintain appropriate public liability and other insurances required by law and your activities, and will provide evidence upon reasonable request.

4.5 On‑site upsells. Optional add‑ons may be offered (e.g., personal training, drinks), but no compulsory extra fees for Fit+ access.

5) Categories, Weights & Usage Limits

5.1 Initial classification (three types). Fit+ classifies Partner Venues and Visits into three starting categories:

• Standard — 1×

• Premium — 2×

• Elite — 3× (includes Classes and spa/sauna services and studio‑type facilities involving a trainer/coach/instructor, such as martial arts, dance, yoga, Pilates, personal training, and comparable services).

5.2 Fit+ discretion. Fit+ determines initial classification and may reclassify with notice.

5.3 Usage limits (Elite). The Elite category may carry usage limits (per‑Member caps or similar fair‑use rules) to protect capacity and service quality.

5.4 Future categories. Fit+ may add categories or adjust weights in the future; updates will be notified in‑app and reflected in this Agreement.

6) Bookings, Cancellations & No‑Shows (Classes,)

6.1 All Classes and any activity designated as “bookable” require an in-app booking. Cancellation windows may vary by Class. The applicable cancellation window is displayed in the Partner Venue’s profile and is shown again prominently during the booking flow so Members are aware of the Partner Venue’s cancellation policy before confirming a booking. If the window is not displayed in the app, the default cancellation window provided by the Partner Venue applies.

6.2 Member cancellation. If a Member cancels within the applicable cancellation window for that Class, the booking is cancelled with no payout to the Partner Venue.

6.3 No-show. If a Member does not cancel within the applicable cancellation window and does not attend, the booking counts as attended for payout purposes. You receive the same weighted allocation as an actual attendance.

6.4 Partner Venue cancellation. If you cancel, the Member is automatically refunded or credited and the booking does not count toward your payout.

6.5 Abuse controls. Fit+ may apply fair use and anti abuse rules such as booking limits or penalties to protect capacity and ensure a fair experience for all Members.

7) Check‑In, Identity & Anti‑Fraud

7.1 Check‑in methods. Members check in via the Fit⁺ application or other approved verification methods. All check-ins are time-stamped. 

7.2 Locking/entry integrations. You must provide the name of your Locking System supplier and reasonable integration details to our representative and keep them current. Failure to provide or maintain integration information may lead to suspension/delisting.

7.3 ID verification. Where a Partner Venue has a staffed desk, the Partner may require the Member to present an open session in the Fit⁺ application.

7.4 Fraud review. If suspicious activity is detected, Fit+ may withhold payouts reasonably necessary for investigation and adjust Statements if abuse is confirmed.

8) Revenue Share, Payouts & Statements

8.1 Monthly subscription pricing (80/20 model). From received subscription revenues, Fit+ retains a 20% portion as consideration for its marketing, referral, and platform services; the remaining 80% (Payout Share) is allocated among participating Partner Venues who will receive their allocated proportion of the payout share based on actual weighted visits to their facility (and Class No‑Shows per §6.3).

8.2 Class or Appointment Pricing and Price Parity. The Partner determines its own pricing for classes and sessions offered through Fit+. Fit+ will reimburse that determined price to the partner back in full unless a discount is agreed to. Such pricing shall not exceed the Partner’s standard public pricing for the same offering. Fit+ may recommend discounted pricing for Fit+ members to support demand and utilisation, but any such discount remains at the Partner’s discretion. 

8.2 Self‑billing. Fit+ issues a monthly Statement on your behalf. Where local law requires Partner Venue‑issued invoices, you will issue them within five (5) days per our instructions. By accepting this Agreement, you also consent to the self-billing practice in accordance with Section 209 b of the Value Added Tax Act.

8.3 Payout timing & method. Monthly payouts by the 7th for the prior month, in EUR by bank transfer. Default interest may be charged on late payments in accordance with the Interest Act.

8.4 Minimum payout. €100 minimum; balances roll forward.

8.5 Statement disputes. Disputes must be raised within 30 days of issuance or the Statement is deemed accepted.

8.6 Chargebacks/refunds (Classes only). Fit+ may offset future payouts only for Class‑related refunds/chargebacks tied to your bookings. General access Visits are not subject to offsets. 

8.7  Guaranteed Minimum Visit Fee. Fit+ will always pay the Partner Venue its standard one-time visit fee for each validated check-in. This applies in all circumstances unless the Partner Venue has explicitly agreed in writing to a reduced rate for volume discounts or promotional campaigns.

9) Data, Privacy & Messaging

9.1 Independent controllers. Each party acts as an independent controller for personal data it processes.

9.2 Data sharing & control. Fit+ controls platform data and shares only what is necessary to operate check‑ins, bookings, and payouts. Upon reasonable request, Fit+ may (at its discretion and subject to law/consents) provide limited data about visitors to your Partner Venue for reconciliation.

9.3 In‑app communications; no circumvention. All communications with Members relating to bookings, check‑ins, or class logistics occur via the app. You must not solicit or induce Members to bypass Fit+ for equivalent services without our prior written consent.

9.4 Addendum. Additional data‑sharing terms may be documented in a separate written addendum if needed.

10) Operational Reliability

10.1 Schedules & capacity. Keep schedules and capacity accurate in the app. Repeated inaccuracies may lead to warnings, temporary delisting, and/or termination.

10.2 Your systems. You are responsible for on‑site systems and equipment (including locks and scanners) and for your website or booking pages if used.

11) Term, Suspension & Termination

11.1 Term. This Agreement starts when the Partner Venue signs the Fit+ onboarding form and continues until terminated.

11.2 Termination for convenience. Either party may terminate on immediate notice. “Immediate” means the termination takes effect upon receipt of the notice or, at the latest, within a maximum of three (3) business days from when the notice is delivered.

11.3 Immediate suspension or termination. We may suspend or terminate immediately for fraud, safety risk, repeated policy breaches, failure to provide integration details (§7.2), illegal activity or misuse of intellectual property.

11.4 Effect of termination. You remain entitled to undisputed payouts accrued up to the effective date. Sections intended to survive termination, such as confidentiality, intellectual property, data, liability and dispute resolution continue.

11.5 Termination process and timelines. Termination for convenience under §11.2 takes effect immediately unless a later date is stated in the notice. Fit+ will remove the Partner Venue listing from the app and disable new bookings as of the termination date. Any undisputed payouts accrued up to the termination date will follow the normal payout timeline. Members with existing bookings will be notified through the app.

12) Changes to This Agreement

We may update this Agreement from time to time. We will notify you (e.g., in‑app or email) before changes take effect unless urgent legal/safety updates require faster application. If you disagree, you may terminate under §11.2 before the effective date.

13) Liability & Indemnities

13.1 Partner Venue responsibility. You are solely responsible for your premises, equipment maintenance, safety practices, staff actions, and Member safety while on your premises. Fit+ is not a sporting venue and bears no responsibility for training, coaching, or leisure activities conducted at your Partner Venue.

13.2 Fit+ liability cap. To the maximum extent permitted by law, our aggregate liability to you is capped at three (3) months of your estimated payouts based on historical revenue with your Partner Venue(s); if there is no revenue, there is no liability. This limitation of liability does not apply to wilful misconduct or gross negligence.

13.3 Exclusions. We are not liable for indirect or consequential losses, lost profits, or business interruption. Nothing limits liability that cannot be limited by law.

13.4 Indemnity. You will indemnify and hold harmless Fit+ from claims arising out of (a) incidents on your premises, (b) your breach of law or this Agreement, (c) your use of third‑party IP/materials without rights, or (d) misstatements in your listing.

14) Brand & Signage

14.1 Brand use. Use Fit+ name/logo only as permitted by our brand guidelines; no modifications or implication of endorsement beyond your listing.

14.2 Signage. Displaying “Fit+ Accepted Here” signage is optional and encouraged. 

15) Payments & Payout Details

15.1 IBAN & entity details. Provide and keep current your legal entity, registered address, VAT number (if any), payout IBAN, and invoicing email in‑app or via email to your Fit+ representative.

15.2 Self‑billing consent. You authorise Fit+ to issue self‑billing Statements and will notify us promptly if your VAT status changes.

16) Governing Law, Disputes & Force Majeure

16.1 Law. This Agreement is governed by the laws of Finland.

16.2 Good‑faith resolution. The parties will first attempt to resolve any dispute in good faith; if unresolved within 30 days, the parties may seek mediation and, failing that, legal remedies in the competent Finnish courts. This does not limit either party’s right to seek immediate interim remedies such as the collection of undisputed receivables.

16.3 Force majeure. Neither party is liable for delays/failures due to events beyond reasonable control (e.g., natural disasters, government action, widespread outages).

17) General Provisions

17.1 Entire agreement. This Agreement constitutes the entire agreement between Fit+ and the Partner Venue regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, whether written or oral.

17.2 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. The Partner Venue has no authority to bind Fit+.

17.3 Assignment & subcontracting. The Partner Venue shall not assign, transfer or novate this Agreement (in whole or in part) without Fit+’s prior written consent. Fit+ may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets, and may subcontract obligations while remaining responsible for their performance.

17.4 Severability. If any provision of this Agreement is found invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

17.5 No waiver. A failure or delay by either party to exercise any right or remedy shall not operate as a waiver of that or any other right or remedy.

17.6 Notices. Notices may be provided by in‑app notification and/or email. Notices to the Partner Venue shall be sent to the email address associated with its Fit+ account; the Partner Venue is responsible for keeping its contact details current. Notices to Fit+ may be sent via the contact channel specified in the app. Legal notices are deemed received upon delivery or, for in‑app notices, when made available in the app.

17.7 Order of precedence; language. If there is a conflict between this Agreement and any in‑app policy or help article, this Agreement prevails, except that product‑specific usage rules published in‑app may supplement this Agreement. If this Agreement is translated, the English version controls except where mandatory local law requires otherwise.

17.8 Electronic acceptance; counterparts. Acceptance by clicking or enabling listing constitutes execution of this Agreement. This Agreement may be kept and presented in electronic form.

17.9 Survival. Provisions that by their nature should survive termination (including payment, data, liability, indemnities, and dispute resolution) shall survive.