These Terms govern the manner in which Gymtrainer s.r.l., with registered office at Via XX Settembre 32/A, San Martino Buon Albergo, Verona, Italy, VAT No. 04643350236, REA VR-437388, certified email (PEC): admin@pec.gymtrainer.net, provides the “BookyWay” service as Software as a Service (SaaS), in accordance with the technical and pricing features described on the website www.bookyway.com and in these Terms.
For the purposes of these Terms, the following definitions shall apply:
Customer: any natural or legal person, entity, association or other organisation on whose behalf a BookyWay account is created and which uses the BookyWay services in connection with its professional, business, commercial, associative, sporting, institutional or otherwise organised activities.
BookyWay is intended exclusively for use in connection with the activities referred to above and is not intended for use by natural persons for exclusively personal or private purposes unrelated to their business or professional activities.
Where the registration of the account or the acceptance of these Terms and Conditions is carried out by a natural person on behalf of the Customer, such person represents that he or she is duly authorised to perform such actions and to assume obligations in the name and on behalf of the Customer.
Where the Customer is a natural person, the Customer represents that he or she has reached the age of majority and has full legal capacity to enter into this Agreement.
Account Owner: the natural person identified by the Platform as the primary holder of the BookyWay account and authorised to perform the actions reserved for the Account Owner, including, where required, the acceptance of new versions of these Terms on behalf of the Customer.
End User: any person who accesses the BookyWay services as a recipient of the features made available by the Customer, regardless of how the relevant account is created or activated, including creation by the Customer, self-registration by the End User or other technical methods made available by the Supplier, within the Customer’s use of BookyWay and under the Customer’s responsibility in its relationship with the End User.
The End User’s access to and use of BookyWay shall in all cases remain subject to any approval, association or management by the Customer, in accordance with the methods made available by the Platform.
Supplier: the owner of the Intellectual Property Rights in BookyWay, namely Gymtrainer s.r.l.
Subscription: the right, granted for a fixed period, to use the BookyWay Platform and its features in accordance with the active Subscription Plan duly paid for by the Customer.
Subscription Plan: the set of features, operating limits and pricing terms associated with a specific Subscription, as published on www.bookyway.com.
Number of Users: the total number of persons included in the Customer’s BookyWay account records, as counted and displayed by the Platform.
For the purposes of determining the applicable Subscription Plan and related fees, all persons included in the account records shall be counted, regardless of their status, frequency of use of the service, whether or not an email address is associated with them, and the role assigned to them.
This therefore includes, by way of example, users in stand-by mode, users without an email address, and persons assigned the role of Manager, Personal Trainer or Instructor.
For counting purposes, it is irrelevant whether such persons are considered by the Customer to be active or inactive customers, attending or non-attending customers, paying or non-paying customers, nor shall any other classification arising from the relationship between the Customer and such persons be relevant.
Add-on Modules: optional features not included in the basic Subscription Plan and which may be activated by subscribing to a specific additional Subscription.
3.1
The creation of a BookyWay account through the website www.bookyway.com and the use of the related services constitute full acceptance by the Customer of these Terms and Conditions, which shall become binding between the Supplier and the Customer.
By creating the account, the Customer further represents that BookyWay is used in connection with the activities referred to in Article 2.
Where the registration or acceptance of these Terms and Conditions is carried out by a person acting on behalf of the Customer, such person represents that he or she has the necessary authority to bind the Customer contractually.
Where the Platform reserves acceptance of a new version of these Terms to the Account Owner, such acceptance may be given exclusively by the Account Owner and shall be effective for the entire account and for the Customer.
3.2
The Agreement shall be deemed concluded upon creation of the BookyWay account, following acceptance of these Terms and Conditions.
For Customers holding a BookyWay account already existing on the date of acceptance of these Terms and Conditions, acceptance of these Terms shall, from their effective date, result in the full replacement of any previous versions of the terms and contractual conditions applicable to the relationship with the Supplier. From that date, the contractual relationship shall continue exclusively on the basis of these Terms and the applicable economic and commercial conditions, including the commercial model then in force. Any previous contractual conditions and any previous economic or commercial models shall therefore cease to govern the future use of BookyWay. This shall be without prejudice solely to any rights, obligations and liabilities already accrued before the effective date of these Terms, as well as to the transitional provisions expressly set out in Article 8.15.
The Customer may not assign, transfer or otherwise grant to any third party this Agreement or any rights arising from it without the Supplier’s prior written consent.
The Supplier may assign or transfer this Agreement, in whole or in part, together with the rights and obligations arising from it, to any entity that directly or indirectly succeeds to the ownership, title to or management of BookyWay, in connection with a merger, acquisition, corporate reorganisation, transfer of a business or business unit, transfer of assets, Intellectual Property Rights or the BookyWay service, including where the assignee is established in a country other than Italy, provided that applicable law is complied with.
The Customer hereby gives its advance consent to such assignment and to the assignee succeeding to the Supplier’s contractual position. The succession shall be notified to the Customer and shall become effective vis-à-vis the Customer upon such notification. From that time, any reference in these Terms to Gymtrainer s.r.l. or to the Supplier shall be deemed to refer to the assignee, insofar as compatible with the nature of the relevant provision.
The succession of the assignee shall not, in itself, result in any amendment to the applicable contractual terms, which shall continue to govern the relationship until any subsequent amendments are made in accordance with these Terms and applicable law.
3.4 – Priority of Terms
In the event of any conflict between these Terms and any customised pricing or commercial terms expressly acknowledged in writing by the Supplier, such customised terms shall prevail solely in respect of the matters specifically governed by them.
These Terms and Conditions shall continue to apply to all matters not expressly derogated from.
3.5 – Severability and No Waiver
If any provision of these Terms is found to be null, invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.
Any failure or delay by the Supplier in exercising any right under these Terms shall not constitute a waiver of that right nor prevent its subsequent exercise.
Any provisions which, by their nature or content, are intended to continue to have effect following termination of the Agreement shall survive such termination, including, where applicable, provisions relating to accrued fees, Intellectual Property Rights, liability, indemnities, data processing and retention, governing law and jurisdiction.
4.1
BookyWay is a software platform that enables the Customer to manage and organise activities, courses, classes and users through a range of features and application modules.
By way of example and without limitation, BookyWay includes:
4.2
Access to the services requires the entry into the system of a user ID, corresponding to the email address provided by the Customer at the time of registration, and a password automatically generated by the system and communicated to the Customer by email, which may subsequently be changed by the Customer.
4.3
The maximum number of Workout Plans that may be created by the Customer for each user is eight. In order to create additional Workout Plans for a user, the Customer must delete existing Workout Plans or purchase the ability to create additional ones at the prices indicated on the website www.bookyway.com.
4.4
The maximum number of customised exercises, which may be associated with an image, that may be uploaded to the system by the Customer for use in Workout Plans is 200 (two hundred).
4.5
Courses and classes created by the Customer may, once completed, be deleted from the BookyWay system without prior notice, subject to any retention obligations imposed by applicable law and to Article 9.7 in relation to any data export and recovery procedures already initiated.
4.6 – Shop and Sale of Services to End Users
BookyWay may provide the Customer with technological tools through which the Customer may offer and sell its own courses, classes, subscriptions or other services to End Users.
Unless expressly stated otherwise, Gymtrainer s.r.l. provides solely the technological infrastructure required to enable such transactions and does not act as the seller or provider of the services purchased by End Users.
The contractual relationship relating to the purchase and use of services offered through the Shop is entered into directly between the Customer and the End User.
The Customer is therefore solely responsible for the description and availability of its services, the determination of prices, the proper provision of such services, compliance with tax and documentation requirements, the issue of any receipts or invoices, the management of cancellations, refunds and disputes, and compliance with applicable law in its dealings with its customers, including, where applicable, consumer protection legislation.
Where payments are processed through third-party payment service providers, such services are also subject to the contractual terms of the relevant provider. Unless expressly stated otherwise, Gymtrainer s.r.l. does not act as a payment service provider and shall not be liable for refusals, delays, suspensions, blocks or other issues attributable to the payment service provider, banking institutions or payment networks used.
The Customer shall indemnify and hold Gymtrainer s.r.l. harmless from any claims made by End Users or third parties arising from services sold or provided by the Customer through BookyWay, except where such claim arises directly from circumstances attributable to the Supplier.
Use of the payment features is subject to the BookyWay fees and any fees charged by the payment service provider, as set out in Article 8.18.
5.1
The Customer may add Managers, Personal Trainers and Instructors to the system as persons authorised to use the BookyWay Platform and/or App, according to their assigned role and with different functions and permissions.
The Customer acknowledges and accepts that disclosure of its authentication credentials to third parties could enable such third parties to make unauthorised use of the services associated with the Customer.
The Customer therefore undertakes to keep and use such credentials with the utmost confidentiality and care. The Customer shall also promptly notify the Supplier in writing of any unauthorised use of its user ID and/or password and of any other security breach of which it becomes aware.
5.2 – Managers
The Customer may appoint one or more Managers to manage its account and the related BookyWay account environment.
Unless expressly stated otherwise, each Manager shall have full operational and management powers within the BookyWay Platform, including, by way of example and without limitation, managing users, activating or deactivating features, modifying account data, subscribing to or changing Subscription Plans and Add-on Modules, and managing the Shop section for the in-App sale of the Customer’s services to End Users, with the sole exception of the removal or deletion of the Customer’s account, which remains reserved exclusively to the Customer.
The Customer acknowledges and accepts that appointing one or more Managers entails granting them the authority to perform, on the Customer’s behalf, actions that may also have contractual significance, including acceptance of pricing terms, Subscription Plans and Add-on Modules, within the limits of the features made available by the Platform.
In particular, any action performed by a Manager using valid credentials shall be deemed to have been carried out in the name and on behalf of the Customer, which assumes full responsibility for such action, including any financial and legal consequences.
The Customer shall be fully responsible for the acts, omissions, errors or misuse committed by the Managers it appoints and shall indemnify and hold the Supplier harmless from any claims arising from such conduct.
The Customer acknowledges and accepts that Managers may in turn appoint additional Managers or users with administrative privileges. Actions carried out by such persons shall likewise be deemed to have been performed in the name and on behalf of the Customer, which assumes full responsibility for them and may not rely on the absence of a direct appointment, lack of knowledge or the fact that the powers granted were exceeded.
The Customer is responsible for instructing, supervising and monitoring the persons it authorises and remains solely responsible for its internal organisation and the management of access to its BookyWay account environment.
5.3 – Personal Trainers
Personal Trainers assigned by the Customer may access the BookyWay Platform exclusively for the purpose of creating, modifying or managing End Users’ Workout Plans.
Their access is limited to the features strictly necessary to perform such activities and does not include any authority to manage the account environment, users, Subscription Plans or contractual settings.
Any activity carried out by Personal Trainers using valid credentials shall be deemed to have been performed in the name and on behalf of the Customer, which assumes full responsibility for such activity, including pursuant to the preceding provisions.
5.4 – Instructors
Instructors assigned by the Customer do not access the BookyWay Platform as administrators but have access to a dedicated section of the App allowing them to view the activities to which they have been assigned.
They may view the data of customers booked onto such activities only where this feature has been expressly enabled by the Customer, which assumes full responsibility in relation to the processing of Personal Data.
The Supplier reserves the right to expand the features available to Instructors in the future, including, by way of example, the ability to enrol or remove users from activities or communicate with them through integrated messaging tools, where such features are released.
The introduction of new features shall not create any obligation on the Customer to activate them nor confer any acquired rights upon Instructors.
6.1
The Customer acknowledges that the BookyWay App may be downloaded and used only by users who have a smartphone running iOS or Android and that BookyWay may also be accessed through the web app at https://m.bookyway.com using a browser on a smartphone or computer.
6.2
BookyWay is designed to operate with current and reasonably supported versions of the main operating systems, devices and browsers compatible with the service.
The Supplier shall use reasonable efforts to maintain compatibility of the service as technology evolves, without guaranteeing operation on every existing device, software version, operating system, browser or hardware configuration.
6.3
The Customer shall obtain, at its own cost, risk and responsibility, all equipment required to use BookyWay. All compatibility checks shall be the sole responsibility of the Customer.
6.4
The Supplier reserves the right to modify, update and develop the technical and functional features of BookyWay, including by introducing, modifying or replacing individual features, for technical, organisational, regulatory or security reasons, for the purpose of improving the service, or as a result of changes to third-party systems and services.
Updates and modifications that do not materially affect the pricing terms or essential features of the active Subscription Plan may be implemented without prior notice.
Any changes to fees, Subscription Plans, billing arrangements or contractual terms shall be governed by Article 8.14.
6.5
The Supplier shall not be liable for temporary service disruptions caused by issues affecting infrastructure such as providers, servers, Internet connectivity or similar services.
Due to the nature of Internet-based services and the involvement of multiple third parties, uninterrupted availability of BookyWay features cannot be guaranteed.
Subject to Article 6.10 below, the Customer acknowledges and accepts that it shall not be entitled to claim any compensation, refund or damages from the Supplier in respect of periods during which BookyWay features are unavailable.
The Supplier shall not be liable for issues relating to enrolments in or cancellations from courses or classes carried out by the Customer or by users where, for any reason, the system experiences any of the issues described above and such issues result in the deletion or alteration of data.
Accordingly, the Customer may not hold the Supplier liable for any losses arising from users being unable to attend courses or classes or for the loss of End Users themselves.
6.6
Gymtrainer s.r.l. shall not be liable for the failure of emails automatically sent by the system to End Users or other recipients to be received at any stage of use of the Platform, including, by way of example and without limitation, messages sent when users are entered into account records, accounts are created or managed, users enrol in or cancel courses and activities, operational notifications, service communications, automated notices and other system-generated emails.
Failure to receive an email may result from factors beyond the control of Gymtrainer s.r.l., including, by way of example, the email being placed in the recipient’s spam folder or being blocked by a filter implemented by an email provider or corporate security system.
Gymtrainer s.r.l. shall therefore not be liable where the Customer is required to enter the user again using a different email address.
6.7
Gymtrainer s.r.l. shall not be liable for damage, service interruptions, or loss or alteration of data resulting from cyberattacks, unauthorised access, cybercrime, viruses, malware, ransomware or other malicious acts by third parties affecting the BookyWay Platform, provided that technical and organisational measures appropriate to the nature of the service and the state of the art have been implemented.
The Customer acknowledges that, due to the nature of IT services and telecommunications networks, absolute security cannot be guaranteed and that such events may occur even where advanced protection systems are in place.
Gymtrainer s.r.l. undertakes to implement reasonable prevention, security and backup measures but does not guarantee uninterrupted service, complete preservation of data or full recovery of data in all circumstances.
In the event of a Personal Data Breach, Gymtrainer s.r.l. shall comply with the notification obligations imposed by applicable law, within the time limits and in accordance with the procedures established by the GDPR.
Subject to Article 6.10, Gymtrainer s.r.l. shall not be liable for indirect or consequential losses, including, by way of example, loss of profits, loss of customers, reputational damage, business interruption or loss of earnings suffered by the Customer.
6.8
The Customer acknowledges and accepts that BookyWay is a software platform that is subject to continuous development and improvement, including periodic updates, technical changes, releases of new features and routine and extraordinary maintenance.
Such activities may temporarily result in slowdowns, malfunctions, access restrictions or operational anomalies, including issues that could not reasonably have been foreseen, notwithstanding the testing and verification procedures implemented by Gymtrainer s.r.l.
Gymtrainer s.r.l. undertakes to act promptly to restore the proper operation of the service and, where necessary, to suspend, correct or roll back updates that have caused critical issues.
The Customer acknowledges that such temporary disruptions shall not constitute a breach of the Agreement and shall not give rise to any right to compensation, refunds or damages, except in cases of wilful misconduct or gross negligence and as otherwise required by mandatory provisions of law.
6.9
The Supplier does not guarantee that the BookyWay App will operate on all devices, operating systems, software versions or hardware configurations used by End Users, as these are outside the Supplier’s control, including any restrictions or changes resulting from third-party updates, policies or limitations.
Where an End User is unable, either initially or subsequently, to use the App on their device due to technical incompatibility or a system update, the Customer shall not be entitled to any refund, compensation or reduction in fees, provided that BookyWay may remain accessible through alternative channels made available by the Supplier.
By way of example and without limitation, End Users may also access the service through the web interface at m.bookyway.com, subject to the technical characteristics of the relevant device and browser.
6.10 – Overall Limitation of Liability
Except in cases of wilful misconduct or gross negligence and in respect of liabilities that may not be excluded or limited under applicable law, the exclusions and limitations of liability set out in these Terms shall apply to the fullest extent permitted by law.
Under no circumstances shall the Supplier be liable for indirect, consequential or incidental damages, loss of profits, revenue, customers, business opportunities, reputation or data, except to the extent otherwise mandatorily required by law.
For any direct damages attributable to the Supplier, the total aggregate liability of Gymtrainer s.r.l. arising out of or in connection with the Agreement or the use of BookyWay shall not exceed the total amount paid by the Customer to Gymtrainer s.r.l. for the use of BookyWay during the twelve (12) months preceding the event giving rise to the liability.
Where the contractual relationship has lasted for less than twelve months, the liability cap shall be determined on the basis of the amounts actually paid by the Customer from the date on which the Subscription was activated.
6.11 – Force Majeure and Third-Party Services
The Supplier shall not be liable for delays, interruptions, suspensions or temporary inability to provide the service resulting from events beyond its reasonable control, including, by way of example, natural disasters, fires, interruptions to electricity or telecommunications services, acts or measures of public authorities, conflicts, strikes, widespread Internet outages, cyberattacks by third parties and the unavailability or malfunction of infrastructure or services provided by third parties.
Certain BookyWay features may depend on third-party services and infrastructure, including cloud providers, email services, telecommunications networks, operating systems, browsers, app stores, multimedia platforms and payment service providers.
Any modification, limitation, suspension or discontinuation of such services that is not attributable to the Supplier shall not constitute a breach by Gymtrainer s.r.l., without prejudice to the Supplier’s obligation to take reasonable measures to limit the effects of the disruption and, where possible, restore the normal provision of BookyWay.
6.12 – Fair Use, Experimental Features and Service Levels
Where BookyWay provides features involving variable use of technical resources, such as storage space, messaging, APIs, bulk imports or exports, automations or similar features, the Supplier may establish technical limits or fair use criteria, published or communicated to the Customer, in order to preserve the security, stability and overall quality of the service.
Where use is abnormal or manifestly disproportionate compared with normal use of the service, the Supplier may require the Customer to reduce or regularise such use and, where necessary, temporarily apply technical restrictions, without prejudice to cases requiring immediate action for security reasons.
Any features identified as “beta”, “preview”, “experimental” or equivalent may be modified, suspended or withdrawn by the Supplier and may be subject to limitations or anomalies compared with fully released features.
Unless a different service level has been expressly agreed in writing, BookyWay is not subject to any specific Service Level Agreement (SLA), including, by way of example, guaranteed service availability percentages or guaranteed support response and resolution times.
6.13 – Artificial Intelligence Features
The Supplier reserves the right to introduce, over time, BookyWay features that use, in whole or in part, artificial intelligence systems or automated technologies, including to support the generation of content, suggestions, training programmes, text, images or other outputs (the “AI Features”).
The AI Features are provided on an “as is” basis and may generate results that are inaccurate, incomplete, outdated or otherwise not fully suited to the needs of the Customer, the End User or the particular circumstances concerned.
Use of the AI Features does not relieve the Customer of its obligation to verify, before using generated outputs or making them available to End Users, the suitability, accuracy and appropriateness of such outputs for the Customer’s purposes, particularly, by way of example, in relation to content concerning physical training, health or the well-being of End Users.
The Supplier does not guarantee the accuracy, completeness or suitability of outputs generated by the AI Features and shall not be liable for any direct or indirect damages arising from the use of such outputs by the Customer or End Users, except in cases of wilful misconduct or gross negligence.
The Supplier may establish technical usage limits for the AI Features as well as specific pricing terms, in accordance with Article 8.10 concerning Add-on Modules, where such features are not included in the active Subscription Plan.
Article 6.10 (Overall Limitation of Liability) shall continue to apply insofar as compatible.
7.1
The structure, organisation and source code of BookyWay constitute the intellectual property of the Supplier and are protected by law. Except as expressly provided in the following provision, these Terms do not grant the Customer any Intellectual Property Rights in BookyWay or the Apps; all rights not expressly granted are reserved by the Supplier.
7.2
The Supplier grants the Customer a non-exclusive right to use the BookyWay services in accordance with the provisions set out in the following Articles.
7.3
The Customer may not grant or distribute BookyWay to third parties.
7.4
The modification, adaptation, translation or creation of derivative works based on BookyWay is strictly prohibited. The Customer may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of BookyWay.
8.1
BookyWay is provided as Software as a Service (SaaS) through a recurring Subscription.
8.2
The minimum Subscription Plan applicable to the Customer and the corresponding minimum pricing tier are determined on the basis of the Number of Users, as defined in Article 2, recorded by the Platform at the time the Subscription is activated and upon each subsequent upgrade or downgrade.
The Customer may choose, from among the options available, the duration or billing frequency of the Subscription and any Add-on Modules and may in any event select a Subscription Plan higher than the minimum Plan required by the Number of Users included in the account.
A Subscription Plan lower than the one compatible with the Number of Users may not be activated, except for scheduled downgrades taking effect at the next expiry date in accordance with the methods made available by the Platform.
Except for any custom pricing terms expressly agreed pursuant to Article 8.9, each BookyWay account shall be treated independently for the purposes of determining the Subscription Plan, Subscription, applicable fees and any remaining account balance.
Where the same Customer holds multiple BookyWay accounts, each account shall therefore be separately subject to the applicable pricing and operational terms, and acceptance of the Terms in respect of one account shall not automatically extend to any other account.
8.3 – Determination of the Subscription Tier
For the purposes of determining the minimum Subscription Plan and the corresponding minimum pricing tier, the Number of Users recorded and counted by the BookyWay Platform at the time of the relevant operation shall be controlling.
The Customer acknowledges that it is responsible for keeping its account records up to date and for removing, where it considers appropriate and in compliance with applicable law, any persons it no longer wishes to retain within the system.
Any person remaining in the account records shall be counted for the purposes of determining the Subscription Plan, regardless of whether that person actually uses BookyWay or makes use of the services offered by the Customer.
8.3-bis – Upgrades, Downgrades and Changes in Subscription Duration
The Customer may upgrade to a higher Subscription Plan in accordance with the methods made available by the Platform. An upgrade shall take effect immediately and may result in the Customer being charged the prorated difference relating to the remaining period of the current Subscription, in accordance with the pricing terms displayed at the time of the operation.
A downgrade to a lower Subscription Plan shall have no effect on the period already paid for and shall be scheduled to take effect upon the next expiry of the Subscription. Upon expiry, the requested Plan shall be applied only if it is compatible with the Number of Users included in the account.
If the requested Plan is not compatible with the Number of Users, the downgrade shall not be applied and the current Plan may be renewed, provided automatic renewal is active and the relevant payment is successfully processed. If no valid Plan is in place, Articles 8.12 and 9.4 shall apply.
A downgrade shall not entitle the Customer to any refund or adjustment in respect of the current Subscription period.
A change from a quarterly Subscription to an annual Subscription may take effect immediately and may result in the Customer being charged the prorated difference relating to the remaining period.
A change from an annual Subscription to a quarterly Subscription shall instead take effect upon expiry of the current annual Subscription and shall not entitle the Customer to any refund or adjustment, including in respect of any remaining period already paid for but not yet elapsed.
8.4
The fee payable by the Customer for each Subscription Plan and any Add-on Modules shall be the amount displayed on www.bookyway.com at the time of subscription or renewal.
For Customers with an active Subscription, Article 8.14 shall continue to apply in relation to changes in fees applicable to subsequent renewals.
8.5
The prices, durations, renewal arrangements and features included in each Subscription Plan are determined exclusively by the information published on the website and do not constitute a fixed part of this Agreement.
8.6
Subscription Fees are payable in advance and are non-refundable.
The Subscription shall renew automatically upon expiry unless the Customer terminates the Agreement in accordance with Article 9.2 or disables automatic renewal using the methods made available by the Platform.
8.7
Unless the Customer gives notice of cancellation or makes changes to the Subscription Plan before its expiry, the Subscription shall automatically renew for a period corresponding to the duration of the active Plan, subject to the pricing and functional terms applicable at the time of renewal, as they may have been amended pursuant to Article 8.14.
8.8
Once the automatic payment of the renewal Subscription Fee has been processed, the Customer shall not be entitled to any refund, including where the Customer subsequently modifies, downgrades or changes its Subscription Plan after renewal has occurred.
8.9
Any custom pricing terms granted by the Supplier to the Customer must be set out in a written communication.
Such terms shall apply for the period specified in that communication or, where no period is specified, to the current Subscription and subsequent renewals until otherwise notified in accordance with Article 8.14.
In the event of any conflict with the standard pricing terms published on the website, the custom pricing terms shall prevail solely in respect of the matters expressly specified in the relevant communication.
8.10
The Supplier reserves the right to make Add-on Modules or advanced features available, including after the Customer has subscribed to a Subscription Plan, which the Customer may activate at its discretion by subscribing to a dedicated Subscription.
Activation of such modules shall constitute acceptance of the relevant pricing terms published on the website at the time of activation.
The duration, billing frequency and any renewal arrangements applicable to an Add-on Module shall be specified at the time of activation.
Where an Add-on Module is subject to a recurring fee with automatic renewal, Articles 8.6, 8.7 and 8.8 shall apply insofar as compatible.
8.11
The Supplier shall issue invoices for fees relating to Subscriptions, renewals, any Add-on Modules and other paid services purchased by the Customer, in accordance with the procedures and time limits prescribed by applicable tax law.
Invoices shall be issued on the basis of the tax information provided by the Customer, which is responsible for ensuring that such information is accurate and kept up to date.
8.12
In the event of non-payment or late payment, the Supplier may, at its sole discretion and without being required to do so, grant a grace period during which access to the service may be progressively restricted.
During this period, the Supplier may:
In the event that payment is regularised during or after the grace period, the commencement date of the new Subscription period shall be determined according to the operational arrangements applicable at the time of regularisation, also taking into account the status of the account and any limitations applied during the period of non-payment. The commencement date may coincide with the original expiry date of the Subscription, the date on which payment is regularised, or another date determined in accordance with the arrangements applicable at that time. The applicable commencement date shall be indicated to the Customer before or at the time the payment is completed.
Once the grace period has expired, the Supplier may fully suspend the service or deactivate the account, without giving rise to any right to a refund or compensation.
The suspension or restriction of access to the service due to non-payment shall not prejudice, for as long as the account and the related data remain available within the BookyWay systems, the Customer’s right to request the export or transfer of exportable data and digital assets in accordance with Article 9.7 and applicable law. For this purpose, the Supplier may make available limited access methods or dedicated procedures, without restoring the ordinary operational features of the service.
8.13
Where an account remains suspended for a prolonged period, the Supplier reserves the right, in the circumstances provided for in these Terms, to terminate the contractual relationship upon prior notice to the Customer.
Permanent deletion of the account and the related data may subsequently take place following termination of the Agreement, in accordance with Articles 9.6, 9.7 and 10.10 and applicable law.
8.14 – Changes to Fees, Subscription Plans and Terms
The Supplier reserves the right to modify or update, for subsequent periods, the fees, Subscription Plans, billing methods and frequency, the criteria and parameters used to determine the applicable fees, the features included in individual plans, as well as the structure and the economic or commercial model through which BookyWay is offered, including the possibility of introducing, replacing or combining subscription-based, consumption-based, usage-based, feature-based, user-number-based, user-type-based, transaction-based or other service usage models, as well as to amend these Terms and Conditions, including as a result of regulatory, technological, organisational, commercial or market developments.
For new Customers, such changes shall apply from the date specified by the Supplier and may be made available by publication on www.bookyway.com.
For active Subscriptions, changes affecting fees, the duration of the Subscription Plan, billing arrangements, essential features included in the Plan or other material contractual terms shall be communicated directly to the Customer by email, through a notification within the Platform or through another channel associated with the account, with sufficient prior notice to allow the Customer to review the new terms before the renewal from which they will apply and, if the Customer does not wish to accept them, to disable automatic renewal.
Such changes shall not affect any Subscription period already paid for and shall apply from the first renewal occurring after they enter into effect.
If the Customer does not wish to accept the new terms, it may disable automatic renewal before expiry of the current Subscription period. In such case, the Agreement shall continue under the previous terms until expiry of the period already paid for and shall thereafter terminate without any further charge.
Renewal of the Subscription after the changes have entered into effect shall constitute acceptance of the new terms.
The Supplier shall retain the right to make changes during the current Subscription period where such changes are required by legal or regulatory provisions, security requirements, measures issued by competent authorities, or changes to third-party services or infrastructure, where such measures are necessary to ensure the continuity, security or compliance of the service.
Changes in fees resulting from changes to the Subscription Plan requested by the Customer or from changes in the usage parameters that determine the applicable Plan shall also fall outside the scope of the provisions above and shall be governed by these Terms.
8.15 – Transitional Arrangements for the Change from the Credit-Based Model to the Subscription-Based Model
a) subscribe immediately to one of the available Subscription Plans. In such case, the value of credits previously purchased and still available in the Customer’s account shall be recognised as a discount against the Subscription Fee, with each remaining credit being assigned the unit value applicable to the account as recorded in the BookyWay systems.
The default unit value shall be EUR 1.50 per credit, without prejudice to any different values already applicable to the account under previously agreed pricing terms until fully used, subject to paragraph 5 below in the event that the Customer enters or switches to a free plan.
Any amount exceeding the fee for the first Subscription period shall remain available to reduce subsequent amounts payable in connection with the Subscription, including renewals, extensions and upgrades, until fully exhausted.
From the moment the first Subscription is activated, the account shall permanently move to the new subscription-based model and the Customer shall no longer be able to purchase credits under the previous commercial model;
or
b) continue using BookyWay under the previous credit-based model and purchase additional credits, where this remains permitted under the conditions applicable to the account and the features made available by the Platform, exclusively until the official date on which the subscription-based model enters into force.
8.16 – Free Trials, Free Plans and Promotions
The Supplier may make available free trial periods, free Plans, promotional terms, discounts or temporary benefits, subject to the features, limitations and duration communicated at the time of activation.
Such terms shall not give the Customer any right to their continuation beyond the period or conditions expressly stated.
The Supplier may modify or discontinue future free trials, free Plans and promotional initiatives, without affecting any terms already granted to the Customer for an expressly guaranteed period.
Unless otherwise stated, promotions, discounts and benefits may not be combined.
8.17 – Currency
Fees payable for a BookyWay Subscription and any Add-on Modules may, at the Supplier’s discretion, be expressed in different currencies, as determined and expanded from time to time by the Supplier.
For the purposes of determining the amount payable, the applicable currency shall be the currency displayed on www.bookyway.com in the pricing section at the time the Subscription is entered into or renewed.
In the same section of the website, the Customer may select its country in order to identify the currency applicable to its geographical area.
If, at the time of subscription, the currency of the Customer’s country is not yet among those available, the currency designated by the Supplier as the default currency for the relevant geographical area shall apply.
If the Supplier subsequently introduces the currency corresponding to the Customer’s country, that currency shall become applicable to the contractual relationship from the first applicable renewal following its introduction, in accordance with the procedures and notice requirements set out in Article 8.14.
The Customer is responsible for correctly identifying the country corresponding to its registered office or place of establishment.
The Supplier reserves the right to correct any country designation that is manifestly incorrect or inconsistent with the Customer’s contractual, tax or billing information, with effect for subsequent subscriptions or renewals and, where applicable, in accordance with Article 8.14.
8.18 – Fees on Payments Processed Through BookyWay
Use of the payment features made available through BookyWay shall, for each transaction carried out by an End User, result in a fee payable by the Customer to Gymtrainer s.r.l., in accordance with the amount, percentage and any calculation criteria specified on www.bookyway.com.
The applicable BookyWay fee shall be the fee published on the website at the time of the transaction, without prejudice to any custom pricing terms expressly agreed in writing with the Customer.
In addition to the BookyWay fee, the Customer shall bear any fees, charges or deductions applied by the payment service provider used to process the transaction. Such amounts are separate and independent from the BookyWay fee.
The Supplier may use one or more third-party payment service providers from time to time and may replace or change such providers for technical, commercial, organisational or regulatory reasons.
The fees and pricing terms applied by payment service providers are determined independently by those providers and may vary over time, including depending on the provider used, the payment method, currency, country or other conditions applicable to the relevant service.
The Supplier shall publish on www.bookyway.com the available and up-to-date information concerning fees charged by the payment service providers used.
Such fees are not determined by Gymtrainer s.r.l., and any changes to them depend on the relevant payment service provider.
Where the Supplier receives advance notice of changes to fees applied by a payment service provider, it shall update the information published on the website and, where possible, notify the Customer within a reasonable period in advance.
Where a change is implemented by the payment service provider without sufficient prior notice, the Supplier shall update the published information and notify the Customer without undue delay after becoming aware of the change.
Changes to BookyWay fees shall be communicated to the Customer before they enter into force and shall apply exclusively to transactions carried out after the date specified in the notice.
As such changes relate to fees connected with the use of payment features, they shall not modify the Subscription Plan fee and shall be governed by this Article.
9.1 – Term
The Agreement is entered into for an indefinite term and shall commence on the date the BookyWay account is created, following acceptance of these Terms and Conditions.
The Agreement shall remain in force until terminated by either Party in accordance with this Article.
9.2 – Termination by the Customer
The Customer may terminate the Agreement at any time by sending written notice to support@bookyway.com.
The Supplier may, at any time, make termination options available directly through the Platform, which the Customer may use as an alternative to written notice.
Without prejudice to Article 9.7 in the event of switching to another provider of data processing services or to the Customer’s own IT infrastructure, termination shall take effect upon expiry of the current Subscription period already paid for, including where the Subscription is not renewed.
Except as provided in Article 9.7 or otherwise required by applicable mandatory law, no refunds, compensation or reimbursements shall be due in respect of any unused portion of a Subscription period.
9.3 – Termination by the Supplier
The Supplier reserves the right to terminate the Agreement at any time by giving the Customer thirty (30) days’ prior notice by email, certified email (PEC) or other contact channels associated with the account.
9.4 – Termination for Breach – Non-Payment
In the event of total or partial non-payment of the Subscription Fee or any other amounts due, the Supplier may grant the Customer a grace period during which the service may remain accessible, including with progressive restrictions on features, solely for the purpose of allowing the Customer to remedy the non-payment.
If the breach has not been remedied by the end of the grace period, the Supplier may suspend access to the service and subsequently terminate the Agreement for breach by the Customer, resulting in deactivation of the account and termination of the service.
The Customer acknowledges that the grace period is granted at the Supplier’s discretion and does not constitute an acquired right, and that the operational arrangements and restrictions applicable during such period may change over time without requiring any amendment to these Terms.
9.5 – Termination Due to Inactivity
Where no login to the BookyWay account has occurred for a continuous period exceeding twenty-four (24) months and there is no regularly active paid Subscription in place, the Supplier may consider the Agreement terminated due to lack of interest on the part of the Customer and may permanently deactivate the account and subsequently delete the related data.
The Supplier may, at its sole discretion and without being required to do so, send the Customer prior notice by email or through other channels associated with the account.
Failure to send or receive such notice shall not prevent termination of the contractual relationship, deactivation of the account or deletion of the related data once the period referred to above has elapsed.
Deletion shall be carried out in accordance with Articles 9.6, 9.7 and 10, subject to any retention obligations imposed by applicable law and any data export or transfer procedures already initiated before deletion.
9.6 – Effects of Termination and Data Processing
Upon termination of the Agreement for any reason:
a) the Customer shall lose the right to use BookyWay and access the services;
b) the ability to create or manage new End Users shall be disabled;
c) the Personal Data of the Customer and End Users shall be processed in accordance with the Privacy Notice and applicable law, including any retention required by law and subsequent deletion or anonymisation within the applicable time limits.
9.7 – Data Export and Switching to Another Service
Upon termination of the service, or where the Customer intends to transfer its activities to another provider of data processing services or to its own IT infrastructure, the Customer may request the initiation of the export and transfer process for the exportable data and digital assets relating to its BookyWay account.
The Customer may indicate whether it intends to:
a) transfer the data to another provider, supplying the information necessary to identify that provider;
b) transfer the data to its own IT infrastructure;
c) request deletion of its exportable data and digital assets upon termination of the service.
The export process may be carried out only while the account and the related data remain available within the BookyWay systems.
Where the account and related data have already been permanently deleted following a previous request by the Customer, or have otherwise been lawfully deleted in accordance with these Terms and applicable law, Gymtrainer s.r.l. shall not be required to reconstruct or restore data that is no longer available.
Any notice period applicable before initiation of the switching process shall not exceed two months.
Upon expiry of the notice period, the switching process shall be carried out without undue delay and, as a rule, within a maximum transition period of thirty (30) calendar days.
During that period, Gymtrainer s.r.l. shall provide reasonable assistance to the Customer and any persons authorised by it, cooperate in good faith with the switching process, exercise due care to ensure continuity of the service in accordance with the Agreement and maintain appropriate security measures during the transfer of data.
Where completion of the process within the thirty (30)-day period is technically impossible, Gymtrainer s.r.l. shall inform the Customer within fourteen (14) working days of the request, stating the reasons for the technical impossibility and specifying an alternative transition period, which shall in any event not exceed seven (7) months.
The Customer may also extend the transition period once for a period it considers more appropriate to its needs, in accordance with applicable law.
Based on the features available in BookyWay, the following categories of data and digital assets are exportable:
– data and information relating to End Users;
– data relating to bookings, participation, attendance and use of activities;
– data relating to credits, including balances, transactions, usage and expiry dates;
– data relating to Instructors and their assignment to activities;
– data relating to activity schedules and past and future activities available in the account;
– data and references relating to content and media added or linked by the Customer, insofar as they are exportable.
The following are excluded from export: the BookyWay software, source code, algorithms, application logic, proprietary Platform structures, data and information used exclusively for internal operation, security, fraud prevention or technical management of the service, as well as any elements whose export would disclose trade secrets, Intellectual Property Rights of the Supplier or rights of third parties, provided that such exclusions do not prevent or unduly delay the transfer of the Customer’s exportable data.
The Supplier does not guarantee that exported data can be automatically imported into any third-party service and is not required to recreate, with another provider, the features, configurations, application logic or functionality specific to BookyWay.
Following completion of the transition period, the Customer shall have a period of at least thirty (30) calendar days in which to retrieve the exportable data made available to it.
The exportability of the data and digital assets referred to above shall in all cases be limited to information still present and available in the BookyWay account at the time of export.
Data, content or configurations previously deleted, removed or overwritten by the Customer or persons authorised by it shall not be included in the export unless they are still retained by BookyWay pursuant to legal obligations or specific features of the Service.
Once the switching process has been successfully completed, the Agreement shall be considered terminated in respect of the service subject to the switching process, and Gymtrainer s.r.l. shall notify the Customer accordingly.
Where the Customer instead chooses deletion of its data without switching to another provider, termination shall take effect in accordance with applicable law and these Terms.
Any financial obligations already accrued and any amounts lawfully due shall remain payable.
Once the period provided for retrieval of the data has expired and the switching process has been successfully completed, Gymtrainer s.r.l. shall delete the exportable data and digital assets generated directly by or directly attributable to the Customer, subject to any retention obligations imposed by law and Article 10 concerning the Processing of Personal Data.
Any charges specifically associated with the switching process shall be applied only to the extent permitted by Article 29 of Regulation (EU) 2023/2854.
From 12 January 2027, no switching charges shall be applied in cases where such charges are prohibited by the Regulation.
Updated information on export and switching procedures, available data formats and structures, any technical limitations and the information concerning the infrastructure used by BookyWay required under Regulation (EU) 2023/2854 is available at:
https://bookyway.com/en/data-act
10.1 – Roles of the Parties
In relation to the Personal Data of End Users and other persons whose data is entered, collected or processed through BookyWay in the course of the Customer’s activities, the Customer acts as Data Controller and Gymtrainer s.r.l. acts as Data Processor pursuant to Article 28 of Regulation (EU) 2016/679 (“GDPR”).
By accepting these Terms and Conditions, the Customer therefore appoints Gymtrainer s.r.l. as Data Processor for the Personal Data processed on its behalf through BookyWay.
The Customer remains responsible for the lawfulness of the Processing carried out in connection with its activities and, in particular, for identifying the appropriate legal basis, complying with information obligations towards Data Subjects and obtaining any consents required under applicable law.
Such responsibilities shall remain with the Customer even where data is entered directly by End Users through self-registration features, links, forms or other tools made available through BookyWay.
10.2 – Subject Matter, Nature, Purpose and Duration of Processing
Gymtrainer s.r.l. shall process Personal Data on behalf of the Customer solely to the extent necessary to provide and operate the BookyWay services and the features activated by the Customer.
Processing may include, by way of example, collection, recording, organisation, storage, consultation, modification, use, technical disclosure, deletion and any other operation necessary for the management of accounts, End Users, activities, bookings, communications and other features available through BookyWay.
Processing shall continue for the duration of the contractual relationship between the Customer and Gymtrainer s.r.l., subject to any additional period necessary to return or delete data, comply with legal obligations or protect the Supplier’s rights.
10.3 – Data Subjects and Categories of Personal Data
Data Subjects may include End Users, Managers, Personal Trainers, Instructors and other persons whose Personal Data is entered or processed through BookyWay by the Customer or by persons authorised by the Customer.
The Personal Data processed may include, by way of example and without limitation:
The Customer is responsible for determining which data is entered into the Platform and undertakes not to process through BookyWay Personal Data that is unnecessary for its purposes.
Where the Customer enters data belonging to special categories of Personal Data pursuant to Article 9 GDPR, including any health-related data, or data subject to specific regulatory restrictions, the Customer shall remain responsible for verifying the lawfulness of the Processing and compliance with the requirements imposed by applicable law.
10.4 – Customer Instructions
Gymtrainer s.r.l. shall process Personal Data solely on the basis of the Customer’s documented instructions, unless Processing is required by Union or Member State law to which Gymtrainer s.r.l. is subject.
In such case, Gymtrainer s.r.l. shall inform the Customer of that legal requirement before Processing, unless the law prohibits such information on important grounds of public interest.
For the purposes of this Article, documented instructions include these Terms and Conditions, the settings and configurations implemented by the Customer through the Platform, the use of BookyWay features and any additional requests or instructions sent to the Supplier through the available support or communication channels.
Where Gymtrainer s.r.l. considers that an instruction given by the Customer may infringe applicable Personal Data protection law, Gymtrainer s.r.l. shall inform the Customer without undue delay and may suspend execution of the instruction pending the necessary clarification.
10.5 – Confidentiality and Security
Gymtrainer s.r.l. shall ensure that persons authorised to process Personal Data in connection with the provision of the BookyWay services are subject to appropriate confidentiality obligations.
Gymtrainer s.r.l. shall implement and maintain technical and organisational measures appropriate to the risk, taking into account the state of the art, implementation costs, the nature, scope, context and purposes of the Processing, as well as the risk to the rights and freedoms of Data Subjects.
Such measures may be modified and developed over time in light of technological developments, the characteristics of the service and identified risks, provided that an appropriate level of security is maintained in accordance with applicable law.
10.6 – Sub-processors
The Customer grants Gymtrainer s.r.l. general authorisation to engage third-party providers and Sub-processors to the extent necessary for the provision, security, maintenance and operation of the BookyWay services.
Gymtrainer s.r.l. shall impose on its Sub-processors Personal Data protection obligations substantially equivalent to those set out in this Article, to the extent applicable to the services they provide, and shall remain responsible to the Customer for the performance of the obligations entrusted to its Sub-processors in accordance with applicable law.
An up-to-date list of the Sub-processors used to provide the BookyWay services shall be made available by the Supplier in a dedicated section of www.bookyway.com, which may also be accessed through links contained in the relevant privacy notices and contractual documentation relating to the service.
Gymtrainer s.r.l. shall inform the Customer of any intended changes concerning the addition or replacement of Sub-processors, allowing the Customer to raise objections based on grounds relating to the protection of Personal Data.
In the event of an objection, the Parties shall cooperate in good faith to identify, where reasonably possible, an alternative solution compatible with the provision of the service.
10.7 – Rights of Data Subjects
Taking into account the nature of the Processing and the features available, Gymtrainer s.r.l. shall assist the Customer, insofar as reasonably possible, in fulfilling its obligations arising from the exercise of Data Subject rights under applicable law.
Where Gymtrainer s.r.l. receives directly from an End User or other Data Subject a request relating to Personal Data processed on behalf of the Customer, it shall, where appropriate, forward the request to the Customer.
The Customer expressly authorises Gymtrainer s.r.l., in its capacity as Data Processor, limited to the Data Subject’s profile relating to the Customer’s account and the Personal Data processed on behalf of the Customer, to delete the account or remove the Data Subject’s association with the Customer’s account and delete the related Personal Data where the Data Subject makes such a request directly to Gymtrainer s.r.l. after having received no response from the Customer, or where the Customer can no longer be contacted, has ceased operations or is otherwise unable to handle the request.
Such deletion shall be carried out following reasonable verification of the identity of the requesting person and subject to any legal obligations or other legal grounds requiring retention of the data.
This authorisation constitutes a documented instruction from the Customer pursuant to Article 28(3)(a) GDPR.
The Customer remains responsible, in its capacity as Data Controller, for assessing and handling Data Subject requests, except in the circumstances expressly authorised above.
10.8 – Personal Data Brea