Partner Subscription General Terms and Conditions

Article 1 — Purpose and scope

These Partner Subscription General Terms and Conditions (hereinafter the "Terms") govern the contractual relationship between:

• BLOCK-OPS, a French SAS with a share capital of €500, registered with the Tours Trade and Companies Register under number 979 487 030, SIRET 979 487 030 00012, EU VAT number FR41 979 487 030, whose registered office is at 19 rue Saint-Roch, 37260 Thilouze, France, publisher of the hycoach.ai website (hereinafter "HyCoach");
• any natural or legal person acting for the purposes of their commercial, industrial, craft or professional activity who subscribes to the Subscription for a Listing of which they are the holder (hereinafter the "Partner").

The Terms set out the conditions under which HyCoach provides the Partner with the Subscription described in Article 5, and those under which the Partner subscribes to it and pays for it.

The Subscription is reserved for professionals. By accepting the Terms, the Partner declares that they subscribe for the purposes of their professional activity, to which the Subscription directly relates since its purpose is to present their business or activity to the public. Purchases by consumers are governed by the General Terms of Sale.

The Terms constitute the basis of commercial negotiation within the meaning of Article L441-1 of the French Commercial Code. They are provided to any professional who requests them and prevail over any general purchasing conditions of the Partner.

Article 2 — Definitions

In these Terms:

• "Subscription" means the paid plan described in Article 5.2, subscribed to for a Listing and renewed every month.
• "Account" means the Partner's personal space on the Site, opened upon registration and governed by the Terms of Use.
• "Partner Content" means the texts, photographs, logos, contact details and any other information that the Partner publishes on their Listing.
• "Listing" means the page of the Site that presents a business (in particular a gym) or a professional (in particular a coach), and of which the Partner is recognised as the holder under the Site's claim procedure.
• "Parties" means HyCoach and the Partner together.
• "Period" means each one-month period, running from the subscription date, for which the Subscription is invoiced.
• "Payment Provider" means Stripe Payments Europe, Ltd. (Article 6.3).
• "Site" means all pages published under the hycoach.ai domain name and its subdomains.

Article 3 — Contractual documents

The contract consists of the following documents, in decreasing order of priority in the event of contradiction:

1. these Terms;
2. the presentation of the Subscription and its price on the subscription page and on the payment screen, on the date of subscription;
3. the Site's Terms of Use, applicable to the Partner as a user of the Site;
4. the Privacy Policy.

A specific agreement concluded in writing with HyCoach (Article 6.2) prevails over these Terms solely for the points it expressly governs.

Article 4 — Subscription, acceptance and changes to the Terms

4.1 Subscription

The Subscription is taken out online, from the page presenting the offers or from the Listing, for an identified Listing: an existing Listing of which the Partner is or becomes the holder, or a new Listing created on that occasion. Payment is made on the Payment Provider's secure page.

Where the Partner is not signed in to their Account at the time of payment, the Subscription is linked to it after payment, by means of the email address used to pay. The Partner undertakes to pay with an address they control.

The contract is concluded upon confirmation of payment by the Payment Provider.

4.2 Acceptance

Acceptance of the Terms takes the form, before payment, of an explicit checkbox that is never pre-ticked ("I have read and accept the Partner Subscription General Terms and Conditions"). Without it, no payment can be initiated. The date and time of acceptance, the version of the Terms accepted, and the IP address and browser used are recorded (Article 15).

4.3 Changes

HyCoach may amend the Terms. The version applicable to an ongoing Subscription is the one accepted at subscription, until a new version enters into force under the following conditions.

Any substantial change, in particular to the price or content of the Subscription, is notified to the Partner by email at least thirty (30) days before it enters into force. It applies from the first Period beginning after that notice. A Partner who refuses it may terminate the Subscription before that date, under the conditions of Article 7.2; otherwise, the new version applies.

Non-substantial changes (editorial clarifications, updated contact details, typographical corrections) take effect upon publication on the Site.

Article 5 — Description of the service

5.1 What remains free

Claiming a Listing, creating it where the business or professional is not yet listed, and managing it are free of charge and do not depend on the Subscription. The Partner holding the Listing may in particular edit its description, opening hours, equipment and photographs, and obtain the "Verified" badge under the conditions published on the Site.

5.2 What the Subscription adds

For the entire duration of the Subscription, and as long as it is neither terminated nor suspended, HyCoach provides for the Listing concerned:

• the display in full of the contact details entered on the Listing (telephone, email address, website) and of its social media accounts, which remain hidden from the public without a Subscription;
• a link to the Partner's website from their Listing;
• display priority for the Listing in the lists and search results of the Site;
• where a hybrid race listed on the Site is linked by HyCoach to the Partner's business as organiser, the presentation of the business as organiser on that race's page.

Commercial presentations of the Subscription published on the Site are to be understood within the limits of this article.

5.3 What the Subscription does not guarantee

HyCoach guarantees no volume of visits, contact requests, memberships or customers, nor any ranking in search engines or third-party conversational assistants. Display priority applies among the Listings that meet the criteria of the list or search being viewed.

5.4 Independence of published data

The Subscription does not alter any data published by HyCoach: no result, ranking or figure depends on the payment of a Subscription. The Subscription does not constitute any approval, certification or recommendation of the business or professional by HyCoach.

5.5 Availability

HyCoach uses reasonable means to ensure access to the Site and the Listing 24 hours a day, without any guarantee of continuous availability. Access may be interrupted for maintenance, updates or in the event of an incident; HyCoach endeavours to limit the duration of such interruptions.

Article 6 — Price, payment and invoicing

6.1 Price

The price of the Subscription is stated in euros, including all taxes, per Period, on the subscription page and on the payment screen. The applicable price is the one displayed on the date of subscription; it applies to subsequent Periods until a change notified under Article 4.3.

The applicable value added tax is determined at the time of payment from the billing information declared by the Partner (address and, where applicable, EU VAT number); it appears on each invoice. The Partner guarantees the accuracy of this information.

6.2 Promotional codes and specific agreements

A promotional code may be entered on the payment screen. It takes effect for the duration and within the limits stated when it is communicated; at the end of that duration, the normal price applies automatically to subsequent Periods, without any further formality.

A preferential rate may be granted by a specific agreement concluded in writing with HyCoach, in particular in return for communication commitments by the Partner. Its conditions, duration and reciprocal commitments are set by that agreement; in the absence of a written agreement, the public price applies.

6.3 Payment

Payment is made exclusively by bank card, through the provider Stripe Payments Europe, Ltd. (Dublin, Ireland). Card data is never stored by HyCoach. By subscribing, the Partner authorises the charging of the price of each Period to the registered card when it falls due.

The price of each Period is payable in advance, on the first day of the Period. No discount is granted for early payment.

6.4 Invoicing

An electronic invoice is issued for each payment. The Partner accesses it, as well as the management of their payment method, from the secure billing portal operated by the Payment Provider, which they reach from their Account settings.

6.5 Late payment

In accordance with Article L441-10 of the French Commercial Code, any sum not paid when due automatically bears, without any reminder being necessary, late-payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, as well as a fixed indemnity for collection costs of forty (40) euros (Article D441-5 of the French Commercial Code). Additional compensation may be claimed, upon proof, where the collection costs incurred exceed that amount.

Article 7 — Term, renewal and termination

7.1 Term

The Subscription is concluded for a Period of one (1) month, automatically renewed by tacit renewal for successive one-month Periods, with no minimum commitment.

7.2 Termination by the Partner

The Partner may terminate the Subscription at any time, without giving reasons and without charge, from the billing portal mentioned in Article 6.4 or through the contact form. Termination takes effect at the end of the current Period: the Subscription remains active until that date, and no new Period is invoiced.

Any Period that has begun is due in full. Except in the event of a breach by HyCoach of its obligations, termination gives rise to no refund, even partial, of the current Period.

7.3 Effects of the end of the Subscription

At the end of the Subscription, whatever the cause, the Listing becomes a free Listing again (Article 5.1): it remains published, the Partner remains its holder and keeps their Content, but the features of Article 5.2 cease. Contact details and social media accounts are hidden from the public again, and display priority ends. The Partner may subscribe again at any time from their Listing.

Deleting the Partner's Account does not terminate the Subscription: the Partner must terminate it beforehand, in accordance with Article 7.2.

Article 8 — Payment default

If a charge fails, the Payment Provider makes further attempts, during which the Subscription remains active. If payment has not succeeded at the end of these attempts, the features of Article 5.2 cease under the conditions of Article 7.3, without prejudice to the sums still owed or to the application of Article 6.5.

Article 9 — Obligations of the Partner

The Partner undertakes to:

• be the legitimate holder of the Listing, or be duly authorised to act for the business or professional it presents;
• provide and keep up to date accurate information, in particular their contact and billing details;
• publish on their Listing only Content that is lawful, accurate and for which they hold the necessary rights (Article 10);
• use the third-party data to which their management space gives access only for the purposes set out in Article 12.3;
• keep their login credentials confidential.

Article 10 — Partner Content

10.1 Licence

The Partner grants HyCoach, worldwide and for as long as the Content remains published, a non-exclusive, royalty-free licence to reproduce, display and technically adapt (resizing, format conversion) the Partner Content, solely for the purposes of displaying it on the Site and presenting the Listing.

10.2 Warranty

The Partner warrants that they hold all the rights necessary over the Content they publish, in particular copyright, image rights of the persons depicted and trademark rights, and that such Content infringes no third-party right and no legal provision. The Partner indemnifies HyCoach against any third-party claim based on such Content.

10.3 No prior review and removal

HyCoach does not review Partner Content before it is published. As the host of this Content, HyCoach promptly removes any manifestly unlawful Content reported to it. It may also remove Content that breaches these Terms or the Terms of Use, after informing the Partner, except in an emergency.

10.4 HyCoach's property

The Site, its structure, its databases and its graphic elements remain the exclusive property of HyCoach. The Subscription grants the Partner no right over these elements other than their use within the service.

Article 11 — Liability

11.1 Best-efforts obligation

HyCoach performs its obligations under these Terms on a best-efforts basis.

11.2 Limits

HyCoach is liable only for direct and foreseeable damage resulting from a proven breach of its obligations. It is not liable for indirect damage, in particular loss of turnover, customers, members or reputation, nor for the consequences of the Partner Content.

HyCoach's total liability under the Subscription, for all causes combined, is limited to the amount actually paid by the Partner during the twelve (12) months preceding the event giving rise to liability.

These limits do not apply in the event of gross negligence or wilful misconduct, in the event of personal injury, or where they would deprive HyCoach's essential obligation of its substance (Article 1170 of the French Civil Code).

11.3 Events not attributable to HyCoach

HyCoach is not liable for failures resulting from an act of the Partner, an act of a third party who is not an agent of HyCoach (in particular the Payment Provider, the hosting provider or the internet access provider), or an event of force majeure (Article 14).

Article 12 — Personal data

12.1 Partner data

HyCoach (BLOCK-OPS SAS) is the controller of the personal data of the Partner and its representatives collected for the subscription to and performance of the Subscription: identity, contact details, billing data, Subscription history, proof of acceptance of the Terms (date and time, version accepted, IP address, browser).

• Legal bases: performance of the contract (Article 6.1.b GDPR); compliance with accounting and tax obligations (Article 6.1.c GDPR); for the proof of acceptance, HyCoach's legitimate interest in securing proof of the contract (Article 6.1.f GDPR).
• Retention: duration of the Subscription, plus the legal retention periods for accounting records (10 years, Article L123-22 of the French Commercial Code) and the applicable limitation periods.

Card data is processed by the Payment Provider, which does not disclose it to HyCoach. The list of recipients and processors is set out in the Privacy Policy.

12.2 Contact details published on the Listing

The contact details that the Partner enters on their Listing are published on their own initiative, to be accessible to the public under the conditions of Article 5. The Partner may edit or remove them at any time from their Listing.

12.3 Third-party data accessible to the Partner

The Listing's management space gives access to third-party data, in particular the list of Site members who declare themselves linked to the Partner's business. HyCoach is the controller of this data. The Partner undertakes to use it only for the purposes of managing their Listing and replying to contact requests sent to them through the Site, not to extract it or reuse it for other purposes, in particular marketing, and not to disclose it to third parties.

12.4 Data subject rights

The Partner and its representatives have the rights of access, rectification, erasure, restriction, objection and portability provided for in Articles 15 to 22 GDPR. They exercise them through the contact form and have the right to lodge a complaint with the CNIL, the French data protection authority (cnil.fr).

Article 13 — Suspension and termination by HyCoach

In the event of a serious breach by the Partner of its obligations, in particular usurping the holding of a Listing, publishing unlawful Content, a persistent payment default or a use of third-party data contrary to Article 12.3, HyCoach may suspend the Subscription or access to the Listing's management space. If the breach is not remedied within fifteen (15) days of a formal notice sent by email, HyCoach may terminate the Subscription automatically. In an emergency or in the event of a manifestly unlawful breach, suspension may take place without notice.

HyCoach may also end the Subscription without any fault on the Partner's part, in particular if the offer is discontinued, subject to thirty (30) days' notice given by email. The current Period, where it has been paid, is then provided until its end.

Article 14 — Force majeure

Neither Party is liable for failing to perform its obligations as a result of an event of force majeure within the meaning of Article 1218 of the French Civil Code, including in particular: natural disaster, armed conflict, decision of a public authority, widespread hosting or network failure, large-scale cyberattack, major failure of an essential provider. The prevented Party informs the other without delay. If the impediment lasts more than thirty (30) consecutive days, either Party may terminate the Subscription automatically, without compensation.

Article 15 — Evidence agreement

The data and logs recorded by HyCoach and by the Payment Provider in connection with the Subscription (logs of acceptance of the Terms, payments, invoices, electronic exchanges) are binding between the Parties, unless proven otherwise. This agreement is concluded pursuant to Article 1368 of the French Civil Code.

Article 16 — Miscellaneous

If a provision of these Terms is held invalid or unenforceable by a final decision, it is deemed unwritten, without affecting the validity of the other provisions. A Party's failure to invoke a provision does not constitute a waiver of the right to invoke it later.

The Parties are independent contractors: the Subscription creates between them no agency, partnership or relationship of subordination. The Partner may not assign the contract without HyCoach's written consent.

Article 17 — Governing law, language and jurisdiction

These Terms are governed by French law. They are drafted in French; in the event of translation, only the French version is authoritative.

The Parties endeavour to settle any dispute amicably, through a complaint sent via the contact form, to which HyCoach responds within thirty (30) days.

Failing an amicable agreement within sixty (60) days of the complaint, and insofar as the law permits, in particular between merchants (Article 48 of the French Code of Civil Procedure) or under Article 25 of Regulation (EU) No 1215/2012, any dispute relating to the formation, interpretation, performance or termination of these Terms falls within the exclusive jurisdiction of the courts of Tours, France, including in the event of multiple defendants or third-party claims.