Club Agreement

Last updated: February 2026

1. Parties, Platform, and Acceptance

These Terms and Conditions (hereinafter – Agreement) constitute a legally binding agreement between Sclubber LLC, a company incorporated under the laws of Georgia, with its office at Paliashvili St. 64, Tbilisi, Georgia 0179 (hereinafter – Sclubber), and the legal entity, organisation, or individual trainer registering on the Sclubber digital platform to offer sports-related services (hereinafter – Club).

The Sclubber digital platform, including the website, mobile application, Club portal, and all related technical infrastructure operated by Sclubber, is hereinafter referred to as the Platform.

Through the Platform, the Club may offer sports trainings, fitness sessions, classes, events, programmes, or other services (each an Activity) to natural persons who book or participate in such Activities for purposes not related to their entrepreneurial or professional activity (each a User or Consumer).

These Terms govern the Club's access to and use of the Platform and the contractual relationship between Sclubber and the Club. Any contract for the provision of an Activity is concluded exclusively between the Club and the User.

2. Independent Status of the Club and Nature of the Service

The Club acts at all times as an independent business entity. Nothing in this Agreement creates or shall be deemed to create any employment, agency, partnership, franchise, joint venture, or representative relationship between Sclubber and the Club.

The Club is not authorised to bind Sclubber, to act on Sclubber's behalf, or to make any representations, warranties, commitments, or guarantees in the name of Sclubber.

Sclubber provides exclusively a digital intermediary service, enabling the listing of Activities, transmission of booking requests, and facilitation of payments where enabled. Sclubber does not provide sports, fitness, coaching, training, health, or leisure services.

The Club is the sole and exclusive provider of all Activities offered through the Platform and bears full responsibility for their performance, quality, safety, legality, and conformity.

Any personal data of Users disclosed to the Club in connection with a booking (Consumer Data) may be used by the Club solely for the purpose of organising and delivering the relevant Activity, subject to applicable data protection law.

All information, descriptions, images, videos, branding elements, schedules, prices, and other materials uploaded or made available by the Club through the Platform in connection with Activities constitute Club Content and remain the responsibility of the Club.

3. Scope of Platform Access

Sclubber grants the Club a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for the purpose of listing Activities and receiving booking requests.

Sclubber does not control, supervise, or manage:

• how Activities are performed;
• the Club's operational decisions;
• pricing strategies;
• safety standards or participant supervision.

4. Data Protection

The Club shall treat all User personal data obtained through the Platform as confidential and shall process it solely for the purpose of delivering the booked Activity and related communications.

The Club shall implement appropriate technical and organisational measures to protect such data, shall not use it for marketing without separate explicit consent, shall not disclose it to third parties, and shall promptly notify Sclubber of any actual or suspected personal data breach affecting such data.

The Club bears full responsibility for its processing and shall indemnify Sclubber against any losses arising from the Club's unlawful or unauthorised processing.

5. Registration, Authority, and Ongoing Eligibility

By registering on the Platform, the Club represents and warrants that:

• it is duly incorporated or lawfully operating under applicable law;
• it holds all licences, permits, approvals, certifications, and authorisations required for each Activity;
• the person accepting this Agreement has full authority to bind the Club;
• all registration and business information is accurate, complete, and current.

The Club undertakes to maintain its legal capacity, licences, and authorisations throughout the term of this Agreement.

Failure to maintain legal eligibility constitutes a material breach.

6. Consumer-Law Representations and Information Obligations

The Club represents, warrants, and undertakes that, prior to making a reservation, it shall provide users with all information required under the Law of Georgia on Protection of Consumer Rights (as in force and applicable at the relevant time), in the form prescribed by such law.

The Club acknowledges that failure to comply with consumer-information obligations may invalidate payment obligations and trigger mandatory remedies, and the Club assumes full responsibility for all legal and financial consequences.

7. Distance Contracts and Withdrawal Rights

The Club acknowledges that contracts concluded with Consumers through the Platform qualify as distance contracts.

Where a statutory right of withdrawal applies, the Club undertakes to honour it fully and lawfully.

Where an Activity falls under a lawful exception to withdrawal (including leisure or sports services scheduled for a specific date or period), the Club represents and warrants that:

• the exception lawfully applies; and
• Consumers are clearly informed of the absence of a withdrawal right before booking.

The Club bears exclusive responsibility for refunds, restitution, compensation, and damages arising from withdrawal rights or their unlawful exclusion.

8. Activity Listings and Club Content

The Club is solely responsible for all Club Content uploaded or displayed through the Platform.

The Club represents and warrants that all Club Content is accurate, lawful, and up to date.

The Club grants Sclubber a worldwide, non-exclusive, royalty-free, sublicensable licence to use Club Content for Platform operation, promotion, marketing, and related commercial activities.

Sclubber may remove or suspend any Club Content that violates this Agreement or harms the Platform's reputation.

9. Rankings, Reviews, and Feedback

The Club acknowledges that the Platform may display rankings, ratings, and reviews.

The Club shall not manipulate, fabricate, suppress, or improperly influence reviews or ratings.

Rankings and reviews do not constitute endorsements or guarantees by Sclubber and do not shift responsibility for service quality.

10. Payments, Fees, and Subscriptions

The following subscription packages are available to Clubs on the Platform:

• Monthly Enterprise plan – fee: the equivalent of 79 USD in GEL;
• Annual Pro plan – fee: the equivalent of 49 USD in GEL;
• Free plan – free of charge.

In addition to the relevant subscription package payments, the Parties agree that Sclubber may choose not to charge the Customer any additional commission or service fee, in which case the price payable by the Customer shall not increase. In such scenario, the Club shall pay Sclubber the agreed fee for the relevant service, which shall be settled by way of deduction by Sclubber from the amounts collected from the Customer on behalf of the Club through the Platform.

The Parties further agree that Sclubber shall be entitled, upon prior notice to the Club, to amend the fee and commission structure in the event of a change in its business model, which shall not be deemed a breach of this Agreement.

The Club is solely responsible for all taxes and fiscal obligations arising from its Activities.

11. Payout Rules

Funds generated through online payments made by Customers via Sclubber shall be collected by Sclubber on behalf of the relevant Club and recorded in the Club's available balance. Cash payments and any payments made outside the Platform shall not be eligible for payout through Sclubber.

Unless otherwise specified, funds shall become available for payout 24 hours after the completion of the relevant Activity.

In connection with each online transaction, Sclubber shall be entitled to deduct a platform fee prior to such funds being reflected in the Club's available balance. The applicable fee percentage shall be determined in accordance with the Club's active subscription plan and shall be non-refundable under all circumstances.

Payouts shall be initiated solely upon the Club's request and only after the Club has provided valid and verified bank account details. The minimum amount eligible for payout is GEL 50. At any given time, a Club may have no more than one pending payout request. All payout requests are subject to manual review and approval by Sclubber and, once approved, shall be processed within 1–3 business days.

Each payout request shall be assigned a status (pending, approved, processing, or completed). Sclubber reserves the right to reject any payout request, in which case the Club shall be notified of the reason. The Club may cancel a payout request at any time prior to its approval.

In the event that a booking is cancelled and the corresponding payment is refunded to the Customer, the refunded amount shall be deducted from the Club's available balance. Sclubber reserves the right to adjust payout amounts or place requests on hold accordingly.

Sclubber reserves the right to suspend payouts for compliance review, fraud prevention, dispute resolution, verification, or regulatory requirements.

Clubs must provide accurate bank account details (IBAN, SWIFT, or local banking information). All bank accounts must be verified by Sclubber prior to processing payouts.

Sclubber does not provide automatic, recurring, or scheduled transfers. All payouts require an explicit request and subsequent approval.

12. Cancellations, Refunds, and Dispute Handling

The Club shall select, disclose, and apply cancellation and refund policies in accordance with the Refund, Cancellation and Remuneration Policy available at sclubber.com/refund.html (the Refund Policy), which forms an integral part of this Agreement.

Where a User contacts Sclubber alleging dissatisfaction, non-performance, or defective performance, Sclubber may review the claim and consult with the Club regarding the relevant facts and circumstances.

The Club shall cooperate fully and in good faith with Sclubber in the review of any such claim.

The Club may dispute a User's claim; however, the final determination as to whether a refund, price reduction, or other financial remedy is granted shall rest exclusively with Sclubber, acting reasonably and in good faith.

Where Sclubber determines that a refund is due, the Club shall bear full financial responsibility, excluding only the Platform commission or booking fee paid by the User to Sclubber.

Sclubber may deduct refunded amounts from amounts payable to the Club, or may require reimbursement within a specified period.

13. Weather-Related Activities

Weather forecasts or suitability ratings displayed on the Platform are informational only.

The Club remains solely responsible for operational decisions regarding weather-affected Activities.

Where Platform rules permit refunds due to extreme weather indicators, the Club accepts that such refunds may override its standard cancellation policy.

14. Safety and Supervision

The Club represents and warrants that all Activities are conducted in a safe environment.

The Club is solely responsible for:

• equipment safety and maintenance;
• facility safety;
• qualified trainers and staff;
• participant supervision and instruction.

15. Intellectual Property Representations and Indemnity

The Club represents and warrants that:

• it owns or lawfully controls all intellectual property rights in the Club Content;
• the use, display, reproduction, and distribution of Club Content through the Platform does not infringe any third party intellectual property rights;
• all necessary licences, permissions, consents, and releases have been obtained.

The Club further represents that no Club Content is misleading as to origin, endorsement, or affiliation.

Intellectual Property Indemnity. The Club shall fully indemnify, defend, and hold harmless Sclubber from and against any and all claims, losses, damages, costs, and expenses arising out of or relating to actual or alleged infringement of intellectual property rights by Club Content. This indemnity applies regardless of fault, survives termination, and is not subject to any liability cap.

16. Liability and General Indemnity

The Club bears sole and exclusive liability for all claims arising from Activities, Consumer injuries or damages, consumer-law violations, misinformation, refunds, withdrawals, or compensation.

The Club shall indemnify, defend, and hold harmless Sclubber from all claims arising from the Club's Activities, breaches, or unlawful conduct.

To the maximum extent permitted by law, Sclubber shall not be liable for indirect or consequential damages.

17. Disclaimer of Warranties

The Platform and the Platform Service are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Sclubber makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, in relation to the Platform, including, without limitation, warranties of uninterrupted availability, accuracy, reliability, fitness for a particular purpose, or non-infringement.

Sclubber does not warrant that the Platform will be available at all times or free from errors, defects, interruptions, delays, or security vulnerabilities. Any use of the Platform by the Club is at the Club's own risk.

18. Suspension and Termination

Sclubber may immediately suspend or terminate this Agreement for consumer-law breaches, safety risks, fraud, or misrepresentation.

Termination does not affect accrued liabilities or indemnities.

19. Governing Law and Disputes

This Agreement is governed by the laws of Georgia.

Any dispute shall first be addressed through good-faith negotiations between the Parties. If the dispute is not resolved, it shall be finally resolved by the courts of Georgia, which shall have exclusive jurisdiction.

20. Information Provision and Cooperation Obligation

The Club undertakes to provide Sclubber, upon request, with any and all information, documents, explanations, or evidence reasonably required for:

• verifying the accuracy and completeness of Activity listings and Club Content;
• assessing compliance with this Agreement and applicable law;
• handling User complaints, refund or cancellation requests, disputes, or chargebacks;
• responding to inquiries from payment service providers, financial institutions, or competent authorities; and
• protecting the legitimate interests, reputation, and legal position of Sclubber.

Unless a shorter period is expressly specified, the Club shall provide requested information within five (5) business days from receipt of Sclubber's request.

Failure to provide requested information constitutes a material breach and may result in account suspension, withholding of payments, adverse determination of disputes, or termination.

These obligations survive suspension or termination of this Agreement.

21. Force Majeure and Extraordinary Circumstances

In circumstances beyond reasonable control, including natural disasters, public health emergencies, or governmental restrictions, standard cancellation rules may be adjusted.

22. Final Provisions

This Agreement, together with all policies, schedules, and documents expressly incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements.

Sclubber reserves the right to amend this Agreement at any time. Amendments become effective upon publication through the Platform. Continued use constitutes acceptance.

If any provision is held invalid, it shall be severed, and the remaining provisions continue in full force.

By registering as a Club on Sclubber, you acknowledge that you have read, understood, and agree to be bound by this Agreement.