GENERAL TERMS AND CONDITIONS

General terms and conditions of ClubJoy (version 2018/1)

1. Identity of the entrepreneur
ClubJoy B.V., gevestigd te 6816 VD Arnhem aan de Papendallaan 7, hierna te noemen: ClubJoy.
2. Applicability
a) These general terms and conditions apply to every offer made by ClubJoy, as well as to all oral and
written agreements (including licences), stipulated between ClubJoy and its contracting party (hereinafter referred to as
the licensee).
b) Any legal relationship with ClubJoy is governed by these general terms and conditions. Provisions of these
General terms and conditions may only been redeemed inapplicable if expressly agreed in writing.
by ClubJoy.
c) These General Terms and Conditions have been filed with the Chamber of Commerce under registration number 320
95 644.
d) If any provision of these general terms and conditions is invalid or is annulled, this shall affect the validity of the remaining provisions.
and applicability of the other provisions of these general terms and conditions. The parties shall
In that case, consult each other in order to replace the void or voided provision with a new one.
This provision will be as close as possible to the void or voided provision in terms of nature and scope.
e) ClubJoy has the right to amend or supplement these general terms and conditions. Changes of
minor importance can be implemented at any time without prior notification. Large
Content changes are discussed with the licensees in advance.
3. The offer
a) If an offer has a limited period of validity, or is made subject to conditions, it shall be
expressly stated in the offer.
b) All offers (including quotes) by ClubJoy are without obligation. ClubJoy is entitled to change,
amend or adapt the offer.
c) Obvious mistakes and obvious printing or writing errors in the offer cannot bind ClubJoy.
4. Products and services
a) ClubJoy produces various fitness-related programmes for which licences can be obtained
for use in sports and fitness centres. The programmes include standardised workouts for
fitness centres. In addition to various work-outs, ClubJoy also offers management support services in the
form of individual modules. These modules can also be licensed.
b) Every quarter, ClubJoy produces a complete work-out for each programme, which is then used by
qualified instructors in sports and fitness centres.
c) A qualified instructor, is defined by ClubJoy as: an instructor who is qualified to teach and
has successfully completed the relevant training course at ClubJoy, or has
completed, or demonstrably received - and obtained a positive result from - an education that is of a high level of significance and
is consistent with the relevant ClubJoy training.
d) ClubJoy employs training professionals and works with professional freelance trainers, who provide the
compiled work-outs according to proven scientific insights into training techniques,
training structure and coaching skills. New training variations are incorporated into the workouts wherever possible.
e) In addition to the work-outs, ClubJoy provides a quarterly audio CD, which serves as a suggestion for the implementation of
the work-outs at fitness centres. ClubJoy does not own the music rights (including copyrights and
neighbouring rights) of the selected audio tracks. By delivery of the audio CD, these
Music rights are therefore not transferred to the licensee. For the legitimate use of the selected
audio tracks, ClubJoy makes payments to various music organisations (such as record labels, Stemra and Sena). This
However, does not relieve the licensee of the obligation to make his own payments to
music organisations (such as Buma/Stemra, Sena and other (international) sister organisations) for the use of
of music at their own (sports) premises. The aforementioned music organisations charge sports and fitness centres separately
for the use of music in sports areas. The rates and rules for group training areas not identical to the rates and rules applied to hospitality and gym areas.
tarief dan voor horecaruimtes of een fitnesszaal.
f) Licensees will be granted access to the Member area of ClubJoy. In this Member area, ClubJoy will propose
quarterly, without charging additional costs, a download is available in which the
workout is fully demonstrated. This download is only suitable and intended for
study purposes by the ClubJoy instructor. New workouts are also fully developed in the
in the form of outlines. These outlines are also available for download in the Member area of ClubJoy.
g) To promote the various ClubJoy programmes, ClubJoy will provide various online and offline
promotional materials available. The offline promotion package consists of one programme banner, 100
triptych leaflets and 100 free cards. For each license purchased, ClubJoy will supply licensees with one offline
promotional package. Follow-up orders can be placed against payment. Online promotional materials are
for the duration of the licence, downloadable from the Member area of ClubJoy.
h) ClubJoy offers fee-based training for instructors who offer one or more programmes
ClubJoy affiliated sports and fitness centres. ClubJoy workouts should
shall only be given by qualified instructors, as referred to in part c of this article.
i) In addition to regular training, ClubJoy organises four refresher days for ClubJoy instructors every year. These
Training days consist of three quarterly days (ClubJoy Conventions) which can be attended free of charge.
by ClubJoy instructors. In addition, ClubJoy organises one ClubJoy Mega Quarterly Day every year,
which can be participated in for a fee. ClubJoy strongly recommends that licensees
who provide ClubJoy work-outs within the licensee's company, at least twice a year.
participate in a quarterly day. It is recommended to include this as an employment condition in the
employment contract with the ClubJoy instructor.
5) The Agreement
a) ClubJoy will only be bound by a contract after this contract has been concluded by
ClubJoy is signed for approval. ClubJoy is not bound by agreements entered into with
persons not authorised to represent ClubJoy.
b) The Licence Agreement will be concluded by signing and submitting the Licence Agreement provided by ClubJoy.
registration form, on which the licensee indicates which licences (programmes or modules) he wishes to purchase
and aquire.
c) The licensee shall be entitled to terminate the agreement within eight days of signing it.
unless ClubJoy has already supplied materials to the customer at the time of cancellation.
Licensee. Cancellation is then no longer possible.
d) Licences are entered into for a minimum period of one year, starting from the date of
Signing the application form provided by ClubJoy. The licence agreement can be
terminated by the end of the term (four quarters). Without notice, the licence agreement
automatically renewed for a period of three months. Termination takes place by means of a
The Licensee shall send a written communication (including an e-mail message) to the Licensee at the latest at the end of each month.
ClubJoy, at the latest one full calendar month before the end of the agreed period.
e) In addition to the monthly fee for obtaining the desired licence, the Licensee shall be obliged per
programme per quarter to purchase at least one quarterly package worth € 39. This
quarterly package consists of one audio CD and two launch posters per programme.
f) The material made available to the licensee by ClubJoy is solely for the purpose of
Licensee. ClubJoy grants to the Licensee a non-exclusive and non-transferable right to
to use the materials made available. The licensee is only permitted to use the
material within his own company and for his own business activities.
The licensee is expressly not permitted to disclose, reproduce or cause the disclosure of the materials in any other way
, including any form of alienation, encumbrance,
commercial exploitation and the granting of licences to third parties. In the event of a proven breach and/or
If the Licensee fails to comply with any of the provisions of this clause, the Licensee shall incur an immediately payable penalty, without further notice of default being required
of € 2,500 per established violation and to be increased by € 250 per day that this violation takes place,
without prejudice to ClubJoy's right to claim compensation in addition,
to the fine.
6. Prices and payment
a) By signing and submitting the registration form to ClubJoy, the Licensee declares the
to purchase the ticked licence(s) for the minimum period of one year, at the price per month and
per fitness company, as derived from the ClubJoy system. The prices stated are per month and
per fitness company. By signing the registration form, the licensee declares that he is aware of this
being taken from the ClubJoyStaff system.
b) The amounts charged by ClubJoy for costs and services are subject to VAT. The amounts specified in the
in the agreement are exclusive of VAT, unless explicitly stated otherwise.
c) All prices are subject to printing and typographical errors. ClubJoy accepts no liability for the
consequences of printing and typesetting errors. In case of misprints, ClubJoy is not obligated to change the product according to the manufacturer's specifications
or delivery at the wrong price.
d) ClubJoy reserves the right to make an annual price change on all products
and services provided by ClubJoy.
e) The amount invoiced by ClubJoy to the Licensee must be paid within fourteen days of the invoice date.
The invoice amount must have been paid into the bank account number stated on the invoice, or by
direct debit. If payment is made in any other way, such payment shall not release the
Licensee from its payment obligations to ClubJoy, unless explicitly agreed otherwise in writing.
stated.
f) If the Licensee is in default with regard to the (timely) fulfilment of her payment obligation, all
reasonable costs to obtain extrajudicial settlement at the expense of the licensee. Among these
costs shall in any case be understood to describe the collection costs, possibly increased by VAT and the statutory
interest, to be calculated from the date on which the default occurred.
g) ClubJoy reserves the right to suspend its delivery obligation if and as long as the Licensee
has been in default of payment of the monthly invoice for at least one month, or is in default of
the payment of invoices relating to training, promotional materials or other orders.
If ClubJoy makes use of its right to suspend the contract, it will notify the Licensee.
ClubJoy uses its right of suspension as long as the non-compliance of the Licensee
continues. ClubJoy shall promptly deliver the materials purchased by Licensee as soon as Licensee
has cleared the arrears by payment.
7. Delivery
a) ClubJoy will endeavour to provide the products and materials purchased by the Licensee in the second month
of the current quarter. However, no rights may be derived from said delivery period.
The licensee may not derive any benefit from exceeding the delivery period. Therefore, the licensee shall not derive any benefit from exceeding the delivery period.
right to compensation.
b) ClubJoy will deliver the materials purchased by the Licensee to the location and address
specified by the Licensee
c) Up to the moment of delivery to the address indicated by the Licensee, the risk of
damage or loss of materials is to be carried by ClubJoy. In case of damage or loss
the purchased materials will be resent to the licensee free of charge, unless it can be proven
that the licensee has received the materials initially sent to him (undamaged), the licensee will not be able to return them.
In such situations, ClubJoy will always contact the licensee.
We shall be entitled to charge the value of the materials sent back to the
licensee.
8. Force majeure
a) If there is a non-attributable failure of one of the parties in the contract to fulfil the obligations of the contract, the contracting party shall be liable for the costs incurred.
according to the agreement, that party shall be entitled to suspend its obligations temporarily.
Force majeure describes a situation in which the agreement can no longer be concluded within a reasonable period of time.
If the agreement is not complied with, the other party may terminate and dissolve
the agreement by recorded mail.
b) Extraordinary circumstances always constitute force majeure for ClubJoy. In the event of force majeure, ClubJoy is
entitled to cancel or suspend the agreement until the exceptional circumstances
have ceased to exist. The circumstance that ClubJoy temporarily fulfills its obligations due to force majeure
cannot comply with the agreement, the licensee shall not be entitled to set off. At
persistent force majeure, ClubJoy will be discharged from its obligation to fulfil the contract,
without this leading to any liability for compensation on the part of ClubJoy.
c) An extraordinary circumstance is in any case understood to be: any situation in which ClubJoy
is hindered in the fulfilment of its contractual obligations as a result of a (work) strike by
ClubJoy employees or third parties (both organised and unorganised), fire, natural disasters,
flooding and force majeure on the part of suppliers (or suppliers previously in the chain) of
ClubJoy.
d) In the unlikely event that ClubJoy is summoned by rights holders to remove music from its programme
, ClubJoy has the right to replace the relevant programme.
The replacement programme will resemble the original programme as much as possible.
9. Liability
(a) It is a matter of general knowledge that participation in sports and training activities entails an increased risk
of physical injuries. Offering training produced by ClubJoy
This is done entirely at the risk of the Licensee. Licensee indemnifies ClubJoy from any form of liability.
from liability claims by third parties, for damages suffered as a result of participating in a ClubJoy
work-out. ClubJoy is not liable for injuries or damages suffered as a result of participating in
A ClubJoy work-out.
b) ClubJoy shall only be liable to the Licensee for shortcomings in the execution of the contract.
of the agreement, insofar as that shortcoming is the result of a gross disregard for the requirements of due care
and competence standards that may be relied upon when issuing the licence(s).
c) For damages resulting from other ClubJoy services or advice, or for direct or indirect damages
caused by persons or institutions engaged on behalf of ClubJoy, ClubJoy shall not be held liable.
d) ClubJoy will also not be liable for any damages suffered because certain services were not provided on the agreed
date.
e) If ClubJoy is liable, then this liability is limited to a maximum of
the amount that its insurer pays out in the case in question. If, for any reason, the insurer
If the licence holder does not pay out, the liability shall be limited to the amount that the licence holder has paid out in the past
for the licence(s) issued and/or work done in connection with the damage.
f) It is the responsibility of the licensee to ensure that any participant in a ClubJoy work-out is safe,
by following the examples of how this can be done
g) The licensee must also take adequate measures to ensure the legality
of playing (any kind of) music during the training sessions produced by ClubJoy in its own
sports facilities (as referred to in article 4 under e). ClubJoy is not liable for this. If ClubJoy is still
held liable by third parties, the Licensee will indemnify ClubJoy against all claims by
third parties.
10. Intellectual property
a) On all material provided by ClubJoy to the licensee, ClubJoy reserves all rights to the material provided to ClubJoy.
intellectual property rights and other rights. The contents thereof - insofar as
The rights of third parties do not apply - remain the inalienable property of ClubJoy. Under rights of
Third parties should in any case be understood to mean the music rights (copyrights and neighbouring rights) that are
rest on the audio CD provided by ClubJoy. These inalienable music rights belong to
third parties. ClubJoy does not own these music rights and makes payments for legitimate use.
of that.
b) The intellectual property rights to the trade name of ClubJoy, as well as the intellectual property rights
on all brand names of ClubJoy programmes and modules, shall at all times and expressly remain the property of
ClubJoy. By purchasing a licence, the licensee only receives permission to use
the relevant brand name on behalf of ClubJoy for the duration of the licence. Licensee will undertake to
endeavour to ensure that the aforementioned use does not in any way disadvantage ClubJoy.
c) When Licensee cancels the Licence Agreement, all ClubJoy Programme communications must be
or modules, in and around the licensee's business, i.e. both online and offline
expressions, be removed.
d) The work-outs designed by ClubJoy cannot be offered in sports or fitness centres, including
combination with the brand name, unless licence fees are charged for those work-outs and the use of the brand name.
are paid to ClubJoy.
e) In the event of a proven breach of the preceding provision or in the event of any other form of unjustified
infringement of ClubJoy's intellectual property rights by the licensee, the licensee will forfeit,
without further notice of default being required, an immediately payable penalty of € 2,500 per infringement and
to be increased by € 250 per day that the infringement continues, without prejudice to ClubJoy's right to
claim full compensation in addition to the penalty.
11. Complaints and disputes
a) ClubJoy will endeavour to resolve any complaints received within fourteen days of receipt of the complaint.
to deal with the complaint. If a complaint requires more time to be processed, ClubJoy will take this into consideration.
in any case within fourteen days after receipt of the complaint, contact the licensee.
(b) A complaint shall not suspend the parties' obligations under the agreement.
c) ClubJoy will treat any complaints received with the utmost care and will act on them at all times.
consult with the licensee to try to reach a suitable solution.
d) If a complaint should nevertheless result in a dispute, then ClubJoy will try to resolve this dispute in a court of law.
in the first instance out of court.
e) If the extrajudicial settlement of disputes is unsuccessful, the competent court of the
District Court Rotterdam is competent to take cognisance of this dispute.
f) These General Terms and Conditions and any other legal relationship to which ClubJoy is a party shall be exclusively governed by
Dutch law shall apply.
g) All complaints and claims of the Licensee shall lapse 12 months after the event on which the
complaints and claims, has taken place (or has come to the knowledge of, or has reasonably
should have come from the licensee).