Terms and Conditions

§ 1 Scope, provider

• These General Terms and Conditions (hereinafter “Terms”) apply to all contracts for participation in coaching, mentoring, training and digital programs (hereinafter “Programs”) between High Level Fitness LLC, 9440 Santa Monica Blvd, Suite 301, Beverly Hills, CA 90210, USA (hereinafter “Provider”) and the customer (hereinafter “Customer”).

• Deviating, conflicting or supplementary terms and conditions of the Customer only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in text form.

• These Terms apply in the version valid at the time the contract is concluded.

§ 2 Customer’s status as a business (B2B)

• The Provider’s Programs are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when concluding the contract, act in the exercise of their commercial or independent professional activity. This also includes persons who use the program content to set up or expand an existing self-employed or commercial activity.

• By concluding the contract, the Customer expressly confirms that they are acting as an entrepreneur within the meaning of paragraph 1 and that they use the Provider’s services exclusively for commercial or independent professional purposes.

• The Provider is entitled to request suitable proof of the Customer’s status as an entrepreneur (e.g. business registration, VAT identification number, commercial register extract, proof of self-employment).

• If the Customer provides the Provider with false information about their status as an entrepreneur in order to use the Provider’s services, the Customer may be liable for any damage the Provider suffers as a result. Mandatory statutory rights to which the Customer is entitled if they are in fact a consumer in the individual case remain unaffected; in this respect, § 16 of these Terms applies additionally.

§ 3 Subject matter of the contract

• The Provider provides services in the form of online coaching, mentoring and training programs in the areas of social media, branding, positioning and entrepreneurial or personal development. The specific scope of services (content, duration, formats, support services) is set out in the respective program or offer description made available to the Customer before the contract is concluded.

• The Provider’s services are services within the meaning of Section 611 BGB. The Provider owes the agreed activity, but not any particular economic or other result (e.g. revenue, reach, follower numbers, client acquisition or other growth). Results depend significantly on the Customer’s own implementation and on market factors beyond the Provider’s control.

• The content of the Programs does not constitute legal, tax, financial or investment advice. The Customer is responsible for consulting appropriately licensed professionals where necessary.

§ 4 No distance learning; distinction from the FernUSG

• The subject matter of the contract is the provision of practice-oriented coaching, mentoring and exchange services for customers acting in a business capacity. The paid imparting of knowledge and skills with systematic monitoring of learning success within the meaning of Section 1(1) of the German Distance Learning Protection Act (FernUSG) is not the subject matter of the contract.

• The Provider or its agents do not monitor learning success. In particular, no individual learning assessments, examinations, tests, assignments, corrections or certifications of learning progress are owed or carried out. Questions from participants in live formats serve general professional exchange and practical application, not the monitoring of individual learning success.

• In accordance with § 2 of these Terms, the contract is aimed exclusively at entrepreneurs. According to the case law of the German Federal Court of Justice (judgment of June 12, 2025 – III ZR 109/24), the FernUSG does not apply to contracts with entrepreneurs.

• Should a court nevertheless find the FernUSG applicable in an individual case, the Customer’s statutory rights remain unaffected; the remaining provisions of these Terms remain effective in accordance with § 20.

§ 5 Conclusion of the contract

• Programs are booked via online order processes, payment service providers, offers sent in text form or individual agreement.

• The presentation of the Programs does not constitute a binding offer by the Provider. The contract is concluded when the Provider confirms the Customer’s booking in text form, grants the Customer access to the booked content or accepts the Customer’s first payment – whichever occurs first.

• Unless otherwise agreed, the Customer receives access to the booked content once the first payment due has been received.

§ 6 Prices and payment

• All prices are in EUR or USD as stated in the respective offer. For entrepreneurs, prices are, unless stated otherwise, exclusive of any applicable statutory VAT or subject to the reverse-charge procedure where its requirements are met.

• Payment is made using the payment methods offered during the ordering process (e.g. Stripe, credit card, PayPal, bank transfer, SEPA direct debit).

• Depending on the model chosen, the fee is payable as a one-time payment or as a recurring monthly payment (installment or membership model in accordance with § 7).

• The Customer is only entitled to set off claims if their counterclaims have been legally established, are undisputed or have been acknowledged by the Provider. The Customer is only entitled to rights of retention insofar as they are based on the same contractual relationship.

§ 7 Term; installment payment as an ongoing membership; termination

• For bookings paid as a one-time payment, the contract ends when the access or support period stated in the program description expires, without the need for termination.

• For bookings in the installment model, the contract is concluded as an ongoing membership for an indefinite period. The agreed monthly installment is a recurring fee for ongoing access to the program content and support services. The monthly payments continue until the contract is effectively terminated by one of the parties.

• A contract in the installment model may be terminated by either party with one (1) month’s notice to the end of a billing month. A billing month is the period from the calendar day of the first payment to the corresponding day of the following month. If the contract is not terminated in due time, it is renewed on an ongoing basis for a further billing month, and the agreed installment remains payable.

• If the respective offer states a term, minimum term or program duration and the Customer chooses the installment option, the contract does not end automatically when that term expires. After the term expires, the contract continues as a membership for an indefinite period on unchanged terms; the agreed monthly installment remains payable until a termination takes effect. Ending the contract always requires a termination in accordance with paragraph 3. Ordinary termination is possible for the first time at the end of the stated (minimum) term; installments due or becoming due during the (minimum) term remain payable. The continuation of the contract and the need to terminate it are expressly pointed out in the respective offer description and during the ordering process.

• To be effective, any termination must be made at least in text form (e.g. email to the contact address given in the offer or the legal notice). Receipt of the notice of termination by the Provider is decisive for meeting the deadline. The Provider confirms receipt of the termination in text form.

• When the termination takes effect, access to the program content and the obligation to pay for subsequent billing months end. Installments that have already become due before the termination takes effect remain payable; there is no pro rata refund for the current billing month.

• The right of both parties to extraordinary termination for good cause (§ 15) remains unaffected.

§ 8 Late payment

• If the Customer is in default with all or part of a payment, the Provider is entitled to temporarily block access to the program content until the outstanding amounts have been paid in full. The Customer’s obligation to pay remains unaffected by the block.

• Vis-à-vis entrepreneurs, the Provider is entitled to charge default interest at the statutory rate (nine percentage points above the base interest rate, Section 288(2) BGB) and the flat-rate default fee under Section 288(5) BGB. The right to claim further damages caused by default is reserved.

• If the Customer is in default with at least two consecutive installments and fails to pay despite a reminder with a reasonable grace period, the Provider is entitled to extraordinary termination in accordance with § 15.

§ 9 Scope and delivery of services

• Content is provided digitally (e.g. via member areas, learning platforms, live calls, recordings and community formats).

• The Provider is entitled to adapt, update or further develop content, formats and the platforms used, provided that the overall character and the agreed scope of the service are maintained and the adjustment is reasonable for the Customer.

• Live formats may be recorded and made available to participants within the Program. The Customer is informed of ongoing recordings and can deactivate their camera and microphone.

• Dates for live formats may be rescheduled by the Provider for organizational reasons; cancelled live formats will be made up or replaced in a comparable form.

§ 10 Access and use

• Access is intended exclusively for the Customer or – in the case of legal entities – for the users named in the offer and is not transferable.

• Sharing login credentials with third parties is prohibited. The Customer must keep their login credentials confidential and inform the Provider without delay if there are indications of misuse.

• The Provider is entitled to temporarily block access in the event of a justified suspicion of misuse or violations of these Terms. § 15 remains unaffected.

§ 11 Protection of content; copyright

• All content of the Programs (in particular videos, recordings, scripts, templates, work materials, software and community contributions by the Provider) is protected by copyright and related rights.

• The Customer receives a simple, non-transferable, non-sublicensable right of use for their own business purposes for the duration of the contract. Any use beyond this – in particular copying, recording, passing on, making publicly available, selling or otherwise exploiting the content – is prohibited.

• For each culpable breach of paragraph 2, the Customer undertakes to pay a contractual penalty to be determined by the Provider at its reasonable discretion, the appropriateness of which may be reviewed by the competent court in the event of a dispute. The right to claim further damages is reserved; the contractual penalty will be credited against any such claim for damages.

§ 12 Community rules and communication structure

• Program-related communication takes place exclusively via the platforms and channels provided by the Provider.

• The Provider deliberately does not provide open communication channels in which participants have to exchange personal data such as phone numbers with each other. This serves to protect participants and the integrity of the community.

• The Customer undertakes to respect the prescribed structure of the community and to comply with the community guidelines applicable at the time.

§ 13 Prohibition of external groups and solicitation

• Without the Provider’s prior express consent in text form, the Customer is prohibited from (a) creating external groups related to the Program (e.g. on WhatsApp, Telegram, Discord or comparable platforms), (b) specifically inviting participants to such groups, (c) soliciting participants or persuading them to take part in competing offers or (d) building competing structures or circumventing the Provider’s community structure.

• Private communication between participants remains permitted provided that it is not business-related within the meaning of paragraph 1 and does not conflict with the Provider’s legitimate interests.

• A breach exists in particular if participants are systematically drawn away from the community, external groups are used to circumvent the program structure or negative sentiment against the Provider is deliberately organized.

• The Customer undertakes not to take any measures that are likely to unfairly damage the Provider’s reputation or to deliberately mobilize other participants against the Provider. Objective criticism remains unaffected.

§ 14 Customer conduct

• The Customer undertakes to behave respectfully towards the Provider, its team and other participants.

• Insults, discrimination, harassment and persistent disruption of the community are prohibited.

§ 15 Extraordinary termination; exclusion

• Both parties are entitled to terminate the contract for good cause without notice (Section 314 BGB).

• Good cause for the Provider exists in particular in the event of serious or repeated breaches by the Customer of these Terms, the community rules, the Provider’s copyrights or payment agreements (§ 8(3)), provided that the breach continues despite a warning with a reasonable deadline or a warning is unnecessary due to the severity of the breach.

• The Provider is entitled to temporarily block the Customer’s access while an alleged serious breach is being investigated if specific indications give rise to the suspicion and blocking is necessary to protect the community or the Provider’s rights.

• If the Provider terminates for good cause for which the Customer is responsible, the fees that have become due by the time the termination takes effect remain payable; there is no refund for services already provided. Further statutory claims of the Provider, in particular for damages, remain unaffected.

§ 16 Special provisions for consumers; right of withdrawal

• The provisions of this § 16 apply only if, contrary to § 2, the Customer is to be regarded as a consumer within the meaning of Section 13 BGB in the individual case and is entitled to a right of withdrawal under mandatory law.

• Consumers have a statutory right of withdrawal of 14 days from the conclusion of the contract. The details are set out in the withdrawal instructions in the annex to these Terms, which also contains the model withdrawal form.

• If the consumer expressly requests that the Provider begin providing the service before the withdrawal period expires and then withdraws from the contract in due time, the consumer owes the Provider compensation for the services provided up to the withdrawal, in proportion to the agreed total price (Section 357a BGB).

• For contracts for the supply of digital content not on a physical data carrier, the right of withdrawal expires when the Provider has begun performing the contract after the consumer (a) has expressly agreed that the Provider may begin performing the contract before the withdrawal period expires, (b) has confirmed their knowledge that by giving this consent they lose their right of withdrawal once performance of the contract begins, and (c) the Provider has provided the consumer with a confirmation of the contract on a durable medium (Section 356(5) BGB). The corresponding declarations are obtained separately during the ordering process.

• If the Customer is a consumer, they may terminate a contract concluded under the installment model at any time with one month’s notice after any minimum term has expired; otherwise § 7 applies accordingly.

§ 17 Liability

• The Provider is liable without limitation for intent and gross negligence and for damage resulting from injury to life, body or health.

• In the event of a slightly negligent breach of material contractual obligations (cardinal obligations, i.e. obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose fulfillment the Customer may regularly rely), the Provider’s liability is limited to the foreseeable damage typical for this type of contract. Otherwise, liability for slight negligence is excluded.

• Liability for lost profits, absent economic results or the achievement of particular goals of the Customer is excluded unless paragraph 1 applies.

• Liability under mandatory statutory provisions, in particular under the German Product Liability Act, remains unaffected.

§ 18 Data protection

• The Provider processes the Customer’s personal data in accordance with the applicable data protection regulations, in particular – where applicable – the GDPR.

• Details can be found in the Provider’s privacy policy, which is available on the Provider’s website.

§ 19 Confidentiality

• The parties treat all confidential information of the other party and of other participants obtained in the course of the Program (in particular business figures, strategies and personal information from live formats) confidentially and use it exclusively for the purpose of the contract.

• This obligation continues to apply after the contract has ended.

§ 20 Final provisions

• The laws of the State of California, USA, apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the Customer is a consumer, mandatory consumer protection provisions of the state in which the Customer has their habitual residence remain unaffected by this choice of law (Art. 6(2) Rome I Regulation).

• If the Customer is an entrepreneur or a legal entity, or has no general place of jurisdiction in their country of residence, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider’s registered office. The Provider is also entitled to sue the Customer at the Customer’s general place of jurisdiction.

• Amendments and additions to the contract must be made in text form; this also applies to any waiver of this text form requirement.

• Should individual provisions of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provision applies in place of the invalid provision.

• The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

ANNEX: WITHDRAWAL INSTRUCTIONS FOR CONSUMERS

These withdrawal instructions apply exclusively to customers who are consumers within the meaning of Section 13 BGB (see § 16 of the Terms).

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day the contract is concluded.

To exercise your right of withdrawal, you must inform us (High Level Fitness LLC, 9440 Santa Monica Blvd, Suite 301, Beverly Hills, CA 90210, USA, email: office@high-level.at) of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your notice of exercising the right of withdrawal before the withdrawal period expires.

Consequences of withdrawal

If you withdraw from this contract, we will refund all payments we have received from you without undue delay and no later than fourteen days from the day on which we received notice of your withdrawal from this contract. For this refund, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this refund.

If you requested that the services begin during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you inform us that you are exercising your right of withdrawal with respect to this contract, compared to the total scope of the services provided for in the contract.

Expiry of the right of withdrawal

For a contract for the provision of services, the right of withdrawal expires when we have fully provided the service and only began performing the service after you gave your express consent and at the same time confirmed your knowledge that you lose your right of withdrawal once we have fully performed the contract.

For a contract for the supply of digital content not on a physical data carrier, the right of withdrawal expires when we have begun performing the contract after you (1) have expressly agreed that we may begin performing the contract before the withdrawal period expires, (2) have confirmed your knowledge that by giving your consent you lose your right of withdrawal once performance of the contract begins, and (3) we have provided you with a confirmation of the contract on a durable medium.

Model withdrawal form

(If you wish to withdraw from the contract, please complete this form and return it.)

• To: High Level Fitness LLC, 9440 Santa Monica Blvd, Suite 301, Beverly Hills, CA 90210, USA, email: office@high-level.at
• I/we (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*) / the provision of the following service (*): ______________________
• Ordered on (*) / received on (*): ______________________
• Name of consumer(s): ______________________
• Address of consumer(s): ______________________
• Signature of consumer(s) (only if this form is submitted on paper): ______________________
• Date: ______________________

(*) Delete as applicable.