Platform and Club Terms (B2B) – "Tenniix Club Partner"
Note on precedence: For the German market, the German version of these Terms is the legally binding and authoritative version. This English translation is provided for information purposes. In the event of any discrepancy, the German version prevails.
These terms govern the club programme "Tenniix Club Partner" between us and participating clubs/facility operators (B2B) via the club portal club.tenniix-robot.com.
§ 1 Scope, parties
(1) These Platform/Club Terms apply to the cooperation between
Xing Handels GmbH Schumanstr. 12 52146 Würselen Germany Email: info@xing-handels.de, Phone: +49 2405 6039810 (hereinafter the "Provider", "we")
and the participating club or facility operator (hereinafter the "Partner", "Club").
(2) The Partner acts as an entrepreneur within the meaning of § 14 BGB. Consumer protection provisions do not apply.
(3) Conflicting terms of the Partner do not become part of the contract.
§ 2 Subject matter of the contract
The subject matter is (a) the free provision on loan of one or more Tenniix devices by the Provider and (b) the provision and use of the booking and billing system (club dashboard, public booking page, device activation) for the digital rental to players against a share of revenue.
§ 3 Provision of the devices on loan
(1) The Provider provides the Partner with the number of devices agreed in the club contract free of charge for use in the rental operation (loan, §§ 598 ff. BGB).
(2) The devices remain the property of the Provider (asset/rental capital). The Partner acquires no ownership and no right of disposal; pledging, transfer by way of security or transfer to third parties is not permitted.
(3) Term: The cooperation has a fixed term of 12 months from activation of the first device and is automatically extended by a further 12 months each time, unless it is terminated by one party in text form with a notice period of 3 months to the end of the term.
(4) The right to extraordinary termination for good cause remains unaffected (e.g. significant breach of duty, insolvency, permanent inactivity).
(5) At the end of the contract, the device must be returned completely and in a contractual condition (excluding normal wear and tear) at the Provider's expense; the Provider organises collection/return shipping.
§ 4 Use of the booking system
(1) The Provider makes the club dashboard and a public booking page (`club.tenniix-robot.com/{club-slug}`) available to the Partner.
(2) The Partner sets the player price within the specified corridor (standard €10–15/hour) and may create its own payment links (e.g. courses/events) within the permitted scope.
(3) Booking obligation: All uses of the device must be booked via the system – cash payments at the club's till must also be recorded as a "till booking" in the dashboard. Uses that are not recorded constitute a breach of duty.
§ 5 Revenue share and payout (Stripe Connect)
(1) The net booking revenue is divided as follows: 60% Provider / 40% Partner.
(2) Processing takes place via Stripe Connect (Express). For this purpose, the Partner sets up a verified connected account (KYC by the board/authorised representative). The Partner share (40%) is paid out automatically; the Provider share (60%) is retained as an `application_fee`.
(3) Payout: Payouts are made monthly. Till bookings (cash payment) are offset against the Stripe payouts in the monthly statement or invoiced to the Partner.
(4) Bonus tier: From 25 billed sessions per month, a 50/50 split applies to the revenue exceeding this.
(5) For each statement, the Partner receives a receipt (credit note/statement) in the dashboard (CSV/PDF). The VAT treatment depends on the status of the Partner (see § 11).
§ 6 Operating obligations of the Partner
The Partner undertakes in particular to: (1) store the device safely, dry and theft-proof and to charge it regularly; (2) appoint a designated device manager; (3) carry out the handover and return to players (short checklist in the app, ≤ 5 min.); (4) give new users an initial briefing (short video); (5) install the signage kit provided by the Provider (including the note "AI training device with camera in operation"); (6) ensure supervision to a reasonable extent and inform players about intended use; (7) report damage, loss or malfunctions immediately via the dashboard; (8) ensure a minimum availability of the device during the season.
§ 7 Minimum activity
If usage remains below 4 sessions/month for 3 consecutive months, the Provider may request the Partner to increase activity and – if there is no improvement – relocate the device to another location; an extraordinary right of termination remains unaffected.
§ 8 Exclusivity
The Partner undertakes not to operate or advertise any competing AI/vision-based ball machine rental systems during the term.
§ 9 Insurance, maintenance, replacement
(1) The Provider bears insurance, maintenance and replacement of defective devices in the context of intended operation.
(2) In the case of damage as a result of gross negligence or intent on the part of the Partner or its vicarious agents, the Provider may demand compensation (see § 10).
§ 10 Liability of the Partner
(1) The Partner is liable for damage to or loss of the device only in cases of intent and gross negligence (including its bodies and vicarious agents). The Partner is not liable for slight negligence; the devices are insured by the Provider.
(2) The liability of the Provider is governed by § 12.
§ 11 Taxes (note, no tax advice)
(1) The club's income from device rental regularly falls within the commercial business operation or asset management of the club. The tax exemption limit of €45,000 (gross income) for the commercial business operation (§ 64 (3) AO) applies – relevant for corporation tax and trade tax.
(2) The VAT treatment (small business rule § 19 UStG vs. regular taxation) must be checked by the Partner itself and stated during onboarding.
(3) We do not provide tax advice. The Partner is responsible for its own tax obligations and should involve its treasurer/tax advisor. We provide an information sheet on a non-binding basis.
§ 12 Liability of the Provider
(1) We are liable without limitation in cases of intent and gross negligence, for injury to life, body or health, for the assumption of a guarantee and under the Product Liability Act.
(2) In the case of a slightly negligent breach of material contractual obligations, liability is limited to the typical, foreseeable damage. Otherwise – in particular for lost profit or indirect damage – liability is excluded in the B2B relationship.
(3) For the availability of the platform/device API, a targeted service level applies; uninterrupted availability is not owed. Maintenance windows are announced where possible.
§ 13 Data protection, commissioned processing (DPA)
(1) Insofar as we process personal data of club members/players on behalf of the Partner (booking data in the dashboard), the parties conclude a data processing agreement (DPA) pursuant to Article 28 GDPR, which is provided during onboarding (checkbox + PDF) and takes precedence over these terms insofar as the processing of this data is concerned.
(2) The Partner is responsible for the legal basis for processing the member data it introduces. With regard to the on-device camera, the Privacy Policy applies; the Partner installs the signage kit.
(3) Otherwise, our Privacy Policy applies.
§ 14 Club-related remuneration (affiliate)
If a player sells a device via a club-related discount code, the Partner receives the remuneration agreed in the partner or club contract per device sold; players receive the discount agreed therein. Details are governed by the partner/affiliate agreement.
§ 15 Dispute resolution, final provisions
(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) Place of jurisdiction: For disputes arising from this B2B contract, the registered office of the Provider (Würselen) is agreed as the place of jurisdiction, insofar as legally permitted; the competent court is the Amtsgericht Aachen.
(3) Amendments and supplements require text form. Should individual provisions be invalid, the validity of the remaining ones remains unaffected.