TakeSlot — General Terms and Conditions of Collaboration with Partner Studios

Platform operator: TAKESLOT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a company incorporated under the laws of [country], with its registered office at [address], registered under number [registration number], hereinafter referred to as "TakeSlot".

These General Terms and Conditions of Collaboration (the "Terms") govern the collaboration between TakeSlot and any sports, wellness, fitness studios or other service provider link to those areas that registers on the TakeSlot platform and accepts these Terms (the "Partner"), particularly with regard to listing classes, promotion, reservations, and commissions.

By accessing or using Takeslot, you, as the Partner, agree to be bound by these Terms. If you do not agree to these Terms, please stop the process.

1. Purpose and nature of the collaboration

1.1. TakeSlot operates a website and/or mobile application (the "Platform" or "Takeslot") that enables consumers to discover and book sports, fitness or wellness classes (the "Class") at discounted prices, at the last minute. Takeslot connects consumers with any sports, wellness, fitness studios offering last-minute classes at discounted prices but Takeslot is not the providers of the Class.

In this context, Takeslot may, in particular:

• list the Partners' establishments and Classes;
• promote the listed Partner's establishment and Classes to consumers through the Platform and others support such as social media;
• enable consumer to book slots through the Platform;
• track reservations attributable to the Platform.

1.2. The Partner makes available to consumer through the Platform, certain discounted booking opportunities (each a "Slot"). A Slot represents one place in a class offered by the Partner at a specified date and time and for a fixed price.

1.3. TakeSlot acts as an intermediary by facilitating the listing and booking of Slots. Each listed and booked Class is offered by the Partner, and the service agreement is entered into between the Partner and the consumer. The Partner remains responsible for the proper delivery of the Class booked by the consumer.

2. Availability, pricing and publication of Slots

2.1. The Partner independently selects the Slots it wishes to make available through the Platform and determines their availability and price, subject to these Terms.

2.2. Each Slot offered through the Platform must be available at a discount of at least 20% compared with the Partner's genuine standard price, per unit, for the same class on its website. The standard price shown next to the discounted price is the price the Partner actually charges consumers outside the Platform. The Partner must not artificially increase, in any manner, the reference price in order to create the appearance of a discount or otherwise create a misleading impression of a discount.

TakeSlot may request supporting information and may amend or remove a price presentation that appears inaccurate or misleading and, where necessary, the Partner shall provide accurate and up-to-date evidence of the prices actually applied.

2.3. Slots may be made available for booking from three weeks before the scheduled session until two hours before its start, at the Partner's discretion.

2.4. The Partner agrees to link its booking system, such as Fitssey, or any other booking system chosen by the Partner, to publish and manage its Slots on the Platform, where an integration is available.

2.5. The Partner must ensure that all information published on the platform is accurate, up to date and not misleading, including service descriptions, prices, discounts, dates, times, capacity, location and any participation requirements.

2.6. The Partner must keep the availability displayed on the Platform accurate and must promptly update or remove any Slot that is no longer available. In another case, the Partner shall be responsible for reimbursing the consumer who would have booked a non-updated Slot.

2.7. The Partner agrees to make its Slots available for booking by consumers at least three times per calendar month.

2.8. The Partner must treat customers who book through TakeSlot fairly and provide them with the same standard of service as other customers booking an equivalent class subject to the specific conditions of the Slot clearly disclosed before booking.

3. Commission

3.1. In consideration for the services provided by TakeSlot, TakeSlot is entitled to a commission equal to 30% of the discounted price paid by the customer to the Partner for each completed booking. In the case the Takeslot consumer does not show up for the reserved Slot, the commission is still due to Takeslot.

3.2. No commission is payable on a Slot that has not been sold. No commission is payable for a Slot cancelled by the Partner, provided that the consumer receives the applicable refund.

3.3. The Partner is not required to pay any subscription, listing or setup fee unless otherwise expressly agreed in writing.

3.4. Launch offer. TakeSlot will waive its commission for the first 30 days following the date on which the Partner publishes its first Slot on the Platform.

3.5. Where one consumer uses a voucher, credit or promotional benefit funded by TakeSlot, the Partner's share will be calculated on the full discounted price payable for the Slot before deducting the value of that voucher, credit or promotional benefit, unless the parties expressly agree otherwise.

3.6. TakeSlot may change its commission rate by giving the Partner at least 30 days' prior written notice. If the Partner does not accept the revised rate, it may terminate the collaboration before the change takes effect as mentioned in the written notice, without prejudice to any mandatory rights. A revised rate shall not apply retrospectively to bookings already confirmed unless the parties expressly agree otherwise and applicable law permits it.

4. Payments, settlements and invoicing

4.1. Consumer pays for bookings made through TakeSlot using the payment methods made available on the platform and designated by TakeSlot, Stripe.

The payment flow is the following: 70% of the Class price booked by the consumer is transfered to the account of the Partner, 30% of the Class price booked by the consumer is transfered to the account of Takeslot. There is no transfer between the Partner and Takeslot. The parties acknowledge that the collection, allocation and transfer of booking payments shall operate in accordance with the payment flow disclosed by TakeSlot and supported by its payment-provider arrangements.

4.2. The Partner agrees to provide the information and documents reasonably required for account verification, identity checks and payment processing.

4.3. The Partner must collect payment directly from a consumer for a booking made and paid for through TakeSlot, commission deducted. Takeslot must only collect the commission.

4.4. Payment-processing fees charged by Stripe will be deducted from the Partner's share.

4.5. TakeSlot will provide, to the Partner, a monthly settlement statement showing, as applicable:

• the number and value of bookings;
• the total amount paid by customers;
• the commission charged by TakeSlot;
• payment-processing fees;
• refunds and other adjustments; and
• the net amount payable to the Partner.

4.6. TakeSlot will issue invoices for its commission as required by applicable law.

4.7. Each party is responsible for its own taxes obligation, issuing receipts, invoices, accounting obligations, statutory reporting requirements and other fiscal documents where required by law.

5. Cancellations, refunds and customer support

5.1. Cancellation by the Partner. If the Partner cancels a Class or is unable to provide a booked Slot, the consumer shall be entitled to a full refund of the amount paid for the affected booking. The refund shall be processed through the payment method used for the booking, where technically available.

As between the parties, the financial responsibility for the refund and any associated fees shall be allocated in the settlement statement in accordance with the payment flow and the parties' agreed commercial allocation: 70% of the price will be refunded by the partner, and 30% of the price will be refunded by Takeslot.

No commission shall be charged on a booking cancelled by the Partner.

Nothing in this clause shall delay or reduce any refund due to the consumer under applicable law.

5.2. Any payment-processing or refund fees arising from a cancellation by the Partner will be borne by the Partner to the extent permitted by applicable law and the relevant payment-provider terms.

5.3. Cancellation by the customer. A customer cancellation or failure to attend may be treated as non-refundable to the extent permitted by applicable consumer-protection law and the terms validly accepted by the customer.

5.4. Nothing in these Terms limits any mandatory rights that customers may have under applicable consumer-protection law. The final customer cancellation and refund policy must be reviewed for compliance with Polish and, where applicable, EU law before launch.

5.5. TakeSlot may provide the Partner with the customer's first name and booking confirmation code, together with any other information reasonably necessary to verify the booking and deliver the service, subject to applicable data-protection requirements.

5.6. The Partner is responsible for checking the customer's booking at the establishement mentioned in the Platform and ensuring that the customer can access the class in accordance with the booking conditions.

5.7. The Partner is responsible for questions and complaints relating to the service given itself, including its content, level, suitability, accessibility, equipment and on-site conditions.

5.8. TakeSlot is responsible for handling questions and complaints relating to the Platform, booking process and payment processing. The relevant support contact details will be provided on the platform, including: romain@takeslot.app.

5.9. In the event of a booking, payment or chargeback dispute, the Partner must provide TakeSlot with relevant booking and attendance information within five business days of the request, or within any shorter deadline reasonably required by the payment provider.

6. Term and termination

6.1. These Terms take effect when the Partner electronically accepts them and remain in force for an indefinite period unless terminated in accordance with this section.

6.2. Either party may terminate the collaboration by giving the other party 30 days' written notice, including by email, to the contact address associated with the Partner's account or otherwise designated for contractual notices.

6.3. Termination does not affect bookings already confirmed before the effective termination date. Unless the parties agree otherwise or applicable law requires a different outcome, the Partner must honour those bookings, and the parties must complete the corresponding payment settlements and refunds.

6.4. TakeSlot may restrict, suspend or terminate the Partner's access to the Platfrom and/or terminate the collaboration with immediate effect, by written notification, where the Partner commits a serious material breach of these Terms, including but not limited to:

• the publication of false or misleading information, standard prices or discounts;
• repeated failure to honour confirmed bookings;
• unjustified discriminatory treatment of TakeSlot customers; or
• other serious conduct that materially harms customers or the platform.

Where possible, TakeSlot shall provide the Partner, by email, with a statement of reasons and any applicable notice before the restriction, suspension or termination takes effect. Where the breach is capable of remedy, TakeSlot shall, where reasonably practicable, give the Partner a reasonable opportunity to remedy it.

6.5. TakeSlot may take proportionate measures if the Partner has not published any Slot for a continuous period of one month or fails to meet the minimum publication requirement expressly stated in these Terms. Before suspending or terminating the Partner's access, TakeSlot shall notify the Partner of the relevant inactivity or failure and, where appropriate, provide a reasonable period to remedy it. Any suspension or termination shall be notified by written to the Partner.

6.6. Termination does not release either party from payment obligations or other liabilities that accrued before termination.

7. Intellectual Property and promotional materials

7.1. The Partner grants TakeSlot a non-exclusive, royalty-free, worldwide licence, for the duration of the collaboration, to use the Partner's business name, logo, photographs, service descriptions and other promotional materials supplied or approved by the Partner.

7.2. This licence is limited to purposes related to listing, promoting and selling the Partner's classes through TakeSlot and its marketing channels, including social media.

7.3. The Partner confirms that it has the rights and permissions necessary to provide these materials and authorize their use by TakeSlot. The Partner further represents and warrants that the materials supplied to TakeSlot, and their use by TakeSlot in accordance with this Agreement, do not and will not infringe or otherwise violate any third-party rights, including intellectual property rights, image rights, privacy rights or any other applicable rights.

7.4. The Partner remains responsible for the accuracy of the materials it supplies. TakeSlot may refuse, remove or request amendments to materials that are misleading, unlawful or inconsistent with the platform's reasonable content standards.

7.5. On social media, Takeslot shall have no obligation to remove such materials after the end of collaboration regarding the nature of the marketing channel.

7.6. The Partner acknowledges that any materials, content or assets published on social media or other online platforms in connection with the collaboration may remain publicly accessible, shared, reposted, reproduced or otherwise distributed by third parties during or after the end or termination of the collaboration. TakeSlot shall not be held responsible or liable for any subsequent reproduction, sharing, reposting, distribution or use of such materials by third parties without TakeSlot's authorization or control, including after the end or termination of the collaboration.

8. Personal data and data protection

8.1. Each party must comply with the applicable personal-data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable Polish data-protection legislation.

8.2. Before processing personal data through the Platform, the Parties shall document their respective roles for each relevant processing activity. Where each party independently determines the purposes and means of its processing, it shall act as an independent controller and provide the information required by applicable data-protection law. Where the parties jointly determine purposes and means, they shall put in place an arrangement satisfying applicable data-protection law.

8.3. The Partner may use customer information received through TakeSlot only to verify bookings, provide the booked service, communicate information strictly necessary for that service and meet its legal obligations.

8.4. The Partner must not use customer information obtained through TakeSlot for unrelated marketing, profiling or other purposes unless it has a separate lawful basis and has complied with all applicable information and consent requirements.

8.5. Each party must implement appropriate technical and organizational measures to protect personal data and must promptly inform the other party of any personal-data incident that may affect the other party or customers, to the extent required by law.

9. Responsibilities and liability

9.1. The Partner is solely responsible for the organization, supervision and proper delivery of its Classes, including their quality, safety and suitability for participants, as well as its staffing, equipment and premises.

9.2. The Partner represents and warrants that it holds all permits, authorizations, professional qualifications and insurance policies required under applicable law to carry out its Classes and provide its Classes. The Partner shall maintain such insurance throughout the term of this Agreement.

9.3. The Partner shall comply with all applicable laws, regulations, health and safety requirements and professional standards in connection with its activities and the classes it provides.

9.4. The Partner shall promptly notify TakeSlot of any accident, injury, serious incident, safety concern or claim arising out of or in connection with the Platform and shall reasonably cooperate with TakeSlot in investigating and addressing the matter if necessary.

9.5. TakeSlot is responsible for operating the Platform in accordance with these Terms and performing its express contractual obligations relating to listings, bookings, payment processing, settlements and Partner promotion. TakeSlot does not provide, supervise or guarantee the Classes offered by the Partner and shall not be responsible for the Partner's acts or omissions or for the performance, quality or safety of the Partner's classes, except to the extent directly caused by TakeSlot's own breach of these Terms or fault.

9.6. Each party shall be responsible for losses and damages to the extent directly cause. TakeSlot shall not be liable for any indirect, incidental, consequential, special or punitive damages, or for any loss of profits, revenue, business opportunities, anticipated savings, goodwill, reputation, data or business interruption, arising out of or in connection with these Terms, the Platform or the classes provided by the Partner, whether foreseeable or not and regardless of the legal basis of the claim.

9.7. Neither party shall be liable to the other for indirect or consequential loss, or for loss of profits, revenue, business opportunities, anticipated savings, goodwill, reputation, data or business interruption arising out of or in connection with these Terms. This exclusion shall not apply to the extent a loss results from fraud or intentional conduct, or to any liability that cannot be excluded or limited under applicable law.

9.8. Each party shall take reasonable steps to mitigate losses arising from a breach of these Terms.

9.9. Nothing in these Terms shall exclude or limit either party's liability to the extent that such exclusion or limitation is prohibited by applicable law, including liability that cannot legally be excluded or limited.

10. Miscellaneous

10.1. Assignment and changes to the platform

• a. The Partner may not transfer its rights or obligations under these Terms to another entity without TakeSlot's prior written consent, except where the transfer is permitted by applicable law.
• b. TakeSlot may transfer these Terms to an affiliated company or to a successor in connection with a corporate reorganization, merger, sale or transfer of the relevant business, provided that the transfer complies with applicable law and does not unlawfully reduce the Partner's rights. TakeSlot will notify the Partner of any such transfer where required.
• c. TakeSlot may make operational changes to the platform, provided that such changes do not unlawfully alter the essential contractual obligations of the parties.

10.2. Amendments to these Terms

• a. The version of these Terms accepted by the Partner will be identified by a version number and effective date.
• b. New Partners will be required to accept the version in force at the time of registration.
• c. Amendments applicable to existing Partners will be introduced using a procedure consistent with applicable law and the contractual relationship between the parties. Where required, TakeSlot will provide advance and reasonable notice and obtain the Partner's renewed acceptance.
• d. Merely uploading a revised version of these Terms to the website will not, by itself, be treated as sufficient acceptance by an existing Partner where additional notice or consent is required by law.

10.3. Governing law and disputes

• a. These Terms are governed by the laws of the Republic of Poland.
• b. Any dispute arising out of or in connection with these Terms shall first be subject to an attempt at amicable settlement between the parties. To this end, the parties shall use their best efforts to resolve the dispute amicably and in good faith for thirty days from receipt notice.
• c. If no amicable settlement is reached within a reasonable period, the dispute shall be submitted to reconciliation before being brought to the competent courts, as determined in accordance with applicable Polish law.

10.4. Electronic acceptance

• a. During the account creation process on the Platform, the Partner shall be given access to these Terms through a clearly labelled link before being asked to accept them. The Partner shall expressly accept these Terms by taking an affirmative action as ticking checkbox labelled to indicate agreement to these Terms. The checkbox is be pre-selected. The Partner's acceptance of these Terms shall be a separate and explicit opt-in and shall not be inferred from the mere creation or use of an account. TakeSlot may retain evidence of acceptance, including the Partner's account identifier, the date and time of acceptance, the version and effective date of the Terms, and the relevant confirmation record.
• b. By accepting these Terms, the Partner confirms that the person completing the acceptance process is duly authorised to act on behalf of and bind the Partner to these Terms and aware of the content of the present Terms.
• c. TakeSlot may retain electronic records evidencing the Partner's acceptance, including the Partner's account identifier, the date and time of acceptance, the version of these Terms accepted and the relevant confirmation record.
• d. The Partner is responsible for keeping its account and contact information accurate and up to date.

10.5. Final provisions

• a. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect to the extent permitted by law.
• b. The language version that prevails in the event of a discrepancy between language versions must be English.
• c. These Terms constitute the standard terms governing collaboration between TakeSlot and the Partner, together with any additional documents expressly incorporated by reference and validly accepted by the Partner.