REPIVO General Commercial Conditions for Gyms

Art. 1. The parties and definitions

1.1. The Operator (“REPIVO”, “we”) is NOVOGROUP SYSTEMS S.R.L., with its registered office in Zalău, Str. Gheorghe Șincai no. 38A, Sălaj County, postal code 450077, registered with the Trade Register under no. J31/66/2023, tax identification code (CUI) RO39736070, email [email protected].

1.2. The Client (the “Gym”) is the legal entity or professional that accepts a REPIVO offer for one or more fitness gyms.

1.3. In these conditions:

• The Portal is the REPIVO web application for gyms, where the Gym manages its team, machines, announcements, statistics and payments.
• The App is the REPIVO application for Members, together with the pages that open on scanning.
• The Offer is the order form generated in the Portal for the Gym, with the price, the services, the materials and the special conditions.
• The REPIVO Tag is the label mounted on a machine, which opens that machine’s page in the App.
• The Member is the person who uses the App in a gym.
• The Operational Data is the data about the Gym and its machines, defined in the “Data” Annex.
• The Anonymous Statistics are defined in the “Data” Annex.
• The Paid Period is the period for which the service has been paid.

Art. 2. How the contract is concluded

2.1. The contract is concluded at a distance, by electronic means, when a person with the right to represent the Gym ticks the acceptance box in the Portal and confirms the Offer. The box is not ticked in advance.

2.2. By ticking, the person declares that they have read these conditions, the “Data” Annex and the Offer, in the versions displayed, and that they have the right to bind the Gym.

2.3. REPIVO keeps a record of the acceptance, with the person who accepted, the Gym, the versions of the documents and the time of acceptance. The parties recognise this record as evidence of the acceptance.

2.4. After acceptance, REPIVO sends a copy of the Offer and of the accepted documents to the email of the person who accepted.

2.5. Payment, in full or in part, of any invoice issued under the Offer amounts to recognition of the contract and of the electronic acceptance, within the meaning of Article 4(9)(b) of Law no. 214/2024.

Art. 3. The contract documents and order of precedence

3.1. The contract consists of: (a) the accepted Offer; (b) the “Data” Annex; (c) these general conditions.

3.2. If the documents say different things, they prevail in this order: the Offer, then the “Data” Annex, then these conditions.

3.3. The REPIVO Terms of Use apply to the use of the service by the Gym’s team, insofar as they do not contradict the contract.

Art. 4. The object of the contract

4.1. REPIVO grants the Gym, for the duration of the contract, a non-exclusive and non-transferable right to use the Portal and to make the App available to its Members, within the limits of the Offer.

4.2. REPIVO delivers the REPIVO Tags and the other materials in the Offer.

4.3. The software is not sold. The Gym receives only the right of use described in Art. 4.1.

Art. 5. Delivery, installation and optional services

5.1. Delivery, installation and their time limits are those in the Offer.

5.2. Ownership of the REPIVO Tags and the materials is as set out in the Offer. Unless the Offer says otherwise, they become the property of the Gym when they are paid for.

5.3. If the materials do not arrive or arrive damaged, the Gym notifies REPIVO without delay, and REPIVO sends them again. REPIVO replaces REPIVO Tags with a manufacturing defect. It replaces lost or damaged ones at the Gym’s request, on the terms REPIVO communicates.

5.4. The Gym may order optional services, for example creating or updating the 3D plan of the gym. The content, price and time limit of each service are those shown in the Portal when ordering or in a separate offer.

5.5. The Gym sends materials it has the right to send and in which, as far as possible, no people appear. REPIVO uses them to build and update the gym plan and, in a form that does not identify people or the Gym, to develop, train and improve REPIVO’s recognition, measurement and modelling methods. The 3D models created by REPIVO remain REPIVO’s and may be used in its library, including for other gyms. The gym plan is part of the Gym’s Operational Data.

5.6. REPIVO may visit the gym, with prior notice and at a time agreed with the Gym, to check the REPIVO Tags and the materials and to help the team. During the visit, the REPIVO representative may use the machines like a Member, following the gym rules.

5.7. REPIVO devices, other than the REPIVO Tags and the materials in Art. 5.2, remain REPIVO’s property unless the Offer says otherwise. The Gym does not open, modify, move or connect them to other systems without REPIVO’s agreement. Their software and firmware belong to REPIVO.

Art. 6. Price and invoicing

6.1. The price, the currency and the payment terms are those in the accepted Offer. VAT is added as required by law.

6.2. REPIVO issues the invoices and sends them to the Gym electronically, as required by law.

6.3. Extending the service, for example to more machines, is done through a new offer accepted in the Portal.

Art. 7. Payment and late payment

7.1. The Gym pays by the methods shown in the Portal or on the invoice, within the time limit in the Offer or on the invoice.

7.2. If a payment is not made on time, REPIVO notifies the Gym. If the amount is not paid after the notice, REPIVO may suspend the service, in whole or in part, until payment, within the limits of the law. The amount remains due.

7.3. During the suspension, the Gym keeps access to its data, in accordance with the “Data” Annex.

Art. 8. Term and cancellation

8.1. The term of the contract is the one in the Offer. Unless the Offer says otherwise, the subscription continues from one Paid Period to the next until it is cancelled.

8.2. The Gym may cancel the subscription from the Portal or by email. Cancellation takes effect at the end of the Paid Period, unless the Offer provides otherwise.

8.3. Amounts paid for the current period are not refunded, except in the cases provided by the accepted Offer or by law.

Art. 9. Data

9.1. The rules for data are set out in the “Data” Annex, which forms part of the contract.

9.2. For the personal data processed through the App (Members’ accounts and activity) and for the team’s Portal accounts, REPIVO is an independent controller, under the Privacy Policy. The Gym does not receive Members’ individual data.

9.3. When REPIVO processes personal data on behalf of the Gym, for example Members’ data that the Gym uploads to REPIVO, the Gym is the controller and REPIVO is the processor, within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR). The subject matter, nature and purpose of the processing are the provision of the service, the duration is the term of the contract, and the categories of data and of data subjects are those the Gym uploads. In that case REPIVO:

• (a) processes the data only on the Gym’s documented instructions, including this contract, and tells the Gym if an instruction infringes the law;
• (b) ensures that the persons authorised to process the data have committed themselves to confidentiality;
• (c) applies appropriate technical and organisational security measures, within the meaning of Article 32 GDPR;
• (d) may engage other processors, for example providers of hosting and cloud infrastructure, email and communication and technical monitoring, on which it imposes the same obligations. By this contract the Gym gives a general authorisation. REPIVO informs the Gym of intended changes, and the Gym may object;
• (e) helps the Gym, as far as possible, to respond to requests from data subjects;
• (f) helps the Gym to meet its obligations on security, personal data breaches and impact assessments, and notifies it without undue delay of a personal data breach;
• (g) at the end of the contract, deletes or returns the data, at the Gym’s choice, except data the law requires it to keep;
• (h) makes available to the Gym the information needed to demonstrate compliance with these obligations and allows reasonable audits, announced in advance, by the Gym or an auditor it appoints.

9.4. The Gym is responsible for the legal basis of the personal data it uploads to REPIVO and for informing the data subjects.

Art. 10. The Gym’s obligations

The Gym:

• (a) keeps the team’s access credentials confidential and is responsible for actions taken from its team’s accounts;
• (b) is responsible for the content it publishes through REPIVO (logo, photos, announcements) and guarantees that it has the right to publish it; photos do not show people who have not given their consent;
• (c) is responsible for the condition, maintenance and safety of the machines;
• (d) does not move REPIVO Tags to machines other than those they were assigned to in the Portal;
• (e) informs its Members about REPIVO where needed, for example with the materials delivered with the REPIVO Tags.

Art. 11. REPIVO’s obligations

REPIVO:

• (a) makes reasonable efforts to keep the service running and announces planned interruptions when possible;
• (b) provides support by email at [email protected];
• (c) applies appropriate technical and organisational measures for data security.

Art. 12. Intellectual property and suggestions

12.1. The Portal, the App, the software and firmware of REPIVO devices, the machine catalogue, the texts, the exercise images, the trademarks, the 3D models created by REPIVO, the technologies, processes, methods, algorithms, know-how and other REPIVO materials remain the property of REPIVO or its licensors. They may be protected by intellectual or industrial property rights, including patents or patent applications.

12.2. The Gym keeps the rights to its logo and its own content. For the duration of the contract, the Gym grants REPIVO the right to display this content where the Gym published it and for the purposes in the “Data” Annex.

12.3. REPIVO may use, free of charge and without obligations, the suggestions and feedback received from the Gym about the service. The improvements and inventions that result from them belong to REPIVO, which may protect them, including by patent, without the Gym having any claim to them.

12.4. The Gym may not, directly or through other persons:

• (a) decompile, disassemble or reverse engineer the App, the Portal or the software of REPIVO devices;
• (b) copy, clone or reprogram the REPIVO Tags;
• (c) analyse the REPIVO Tags, the devices, the App or the Portal in order to reproduce them;
• (d) use the service or information obtained from it to build or train a competing product.

This does not affect the rights the law gives the user in any case, including decompilation for interoperability under Law no. 8/1996.

Art. 13. Liability

13.1. The total liability of each party for damage related to the contract is limited to the amount paid by the Gym to REPIVO in the 12 months before the event that caused the damage.

13.2. Neither party is liable for loss of profit or for indirect losses.

13.3. The limitations above do not apply in case of wilful misconduct or gross negligence, for harm to the life or health of a person, or for amounts due under the contract.

13.4. REPIVO is not liable for the condition of the Gym’s machines, for the way Members use the machines or for coaches’ advice.

Art. 14. Force majeure

Neither party is liable for non-performance caused by force majeure, under the conditions of the law. The affected party notifies the other party without delay. If the force majeure lasts for a long period, either party may terminate the contract, without compensation.

Art. 15. Changes to the conditions

15.1. REPIVO may change these conditions. An important change, for example to the price, the rights over data, liability, the termination rules or essential features, is announced to the Gym by email or in the Portal, a reasonable time before it takes effect.

15.2. Until the change takes effect, the Gym may terminate the contract without penalties. If it does not, the new version applies from the date it takes effect.

15.3. Minor changes, for example clarifications of wording, corrections or replacing one provider with another in the same category, may be made without a new acceptance.

15.4. The accepted Offer is not changed unilaterally during the Paid Period.

Art. 16. Termination of the contract

16.1. The contract ends: (a) by cancellation, under Art. 8.2; (b) by termination, under Art. 14 or 15.2; (c) by termination for serious breach.

16.2. If a party seriously breaches the contract, the other party notifies it in writing. If the breach is not remedied within the reasonable time limit stated in the notice, the notifying party may terminate the contract by written declaration, without court intervention.

16.3. On termination:

• (a) the REPIVO Tags no longer open the service’s features for the Gym; machine pages may remain visible for information;
• (b) the physical materials stay at the gym, under Art. 5.2;
• (c) the Gym may export its data for a limited period, in accordance with the “Data” Annex;
• (d) each Member’s history stays in their account;
• (e) amounts due up to termination remain payable.

Art. 17. Confidentiality

17.1. Each party keeps the other’s commercial information (prices, offers, non-aggregated operational data) confidential, during the contract and after it ends. Information that is already public, information required by law or by an authority, and Anonymous Statistics created in accordance with the “Data” Annex are not confidential.

17.2. The Gym also keeps confidential REPIVO’s non-public technical information, for example features in testing, development plans, what the Gym sees in a demonstration and technical documentation, until REPIVO makes it public.

Art. 18. Communications

Communications are made by email, to the addresses in the Gym’s account and to [email protected], and through the Portal.

Art. 19. Governing law and disputes

19.1. The contract is governed by Romanian law.

19.2. The parties first try to settle any disagreement amicably. If they do not succeed, the dispute is settled by the competent courts at the Operator’s registered office.

Art. 20. Language and final provisions

20.1. The contract is concluded in the Romanian language. If a translation says something different, the Romanian version prevails.

20.2. If a clause is declared invalid, the other clauses remain in force, and the parties replace it with a valid clause as close as possible in effect.

20.3. The Gym may not assign the contract without REPIVO’s agreement. REPIVO may assign the contract to an affiliated company or to the acquirer of the REPIVO business, with notice to the Gym.