Terms of sale

General terms of sale of the Kratan Club service to professional coaches.

1. Parties and purpose

These general terms of sale (the "Terms of Sale") govern the supply of the Kratan Club service by Dolphinn EURL, a single-member limited liability company (EURL) with a share capital of 100 euros, whose registered office is at 96 rue paradis, 13006 Marseille, registered with the Marseille Trade and Companies Register under number 931086177, EU VAT number FR80931086177 ("Dolphinn EURL"), to any professional sports coach (the "coach") whose area is opened on the platform.

The service is reserved for professionals acting in the course of their business. It is not offered to consumers.

These Terms of Sale are supplemented by the specific terms agreed with the coach (in particular the amount of the platform fees, the currency and the authorized payment methods), available in the coach area, and by the Kratan Club terms of use (the "Terms of Use") and privacy policy. In case of conflict, the specific terms prevail over these Terms of Sale, and these Terms of Sale over the Terms of Use.

2. Description of the service

The service includes in particular:

a website in the coach's name and colors, at an address assigned by Dolphinn EURL, and templates of legal documents that the coach completes and adapts;
a coach area to create training programs, invite and follow students, and manage subscriptions and payments;
the Kratan Club mobile app for students;
the sending of the service's emails and notifications;
artificial intelligence generation tools (texts, programs, images);
the connection of the coach's payment accounts (Stripe, Mercado Pago, PayPal) and, where Dolphinn EURL authorizes it, the recording of payments received directly by the coach.

The content of the service may change under the conditions set out in the Terms of Use.

3. Opening of the area and term

The coach's area is created by Dolphinn EURL after discussion with the coach and acceptance of these Terms of Sale. The contract takes effect on the date of that acceptance and is entered into for an indefinite term. Platform fees accrue from the date the coach's website goes online.

4. The coach, sole seller of their services

The coach sells their services to their students in their own name and on their own behalf. They are their students' sole contracting party. Dolphinn EURL is neither seller, agent nor collection intermediary: it provides a technical tool and is not a party to the contracts between the coach and their students.
Students' payments are collected directly into the coach's accounts with Stripe, Mercado Pago or PayPal, which the coach opens and manages, under those providers' terms. Those providers' fees are borne by the coach. Dolphinn EURL never holds students' funds and collects no payment card data.
The coach remains solely responsible for complying with the obligations attached to their activity, in particular: the qualifications and registrations required for paid sports coaching (in France, articles L212-1 et seq. of the French Sports Code), professional liability insurance, consumer law (pre-contractual information, right of withdrawal, renewal and termination of subscriptions, mediation in France; Law No. 19,496 in Chile), tax, social security and accounting obligations, and the protection of their students' data as controller.
Receipts generated by the service are issued in the coach's name. They do not replace the tax documents the coach is required by law to issue: in particular, a coach established in Chile issues the required electronic boletas or invoices with the Servicio de Impuestos Internos (SII) themselves.
The templates of legal documents (legal notice, terms, privacy policy) are provided as an aid. The coach checks that they fit their situation, completes and adapts them, and is solely responsible for the documents published on their website.
The coach undertakes not to offer any price, purchase or payment link to their students through the mobile app.

5. Platform fees

In consideration for the service, the coach pays Dolphinn EURL platform fees made up of three cumulative components, whose amounts and rates are set in the specific terms (each may be zero):

A weekly fixed amount, prorated to the days of the month during which the coach's website is online: weekly amount × number of days online ÷ 7. Days during which the website is in preparation or suspended are not counted.
A percentage of student payments, applied to the amount, including taxes, of the successful payments collected during the month (subscriptions and one-off sales, including direct payments declared by the coach), less the refunds made during the same month. This amount is never negative; a negative balance is carried over to the following month.
A fixed amount per student per week, calculated for each day on which a student has a paid subscription in progress with the coach, excluding free weeks and free access: amount per student × number of student-days ÷ 7.

Details:

Fees are calculated per calendar month and in the coach's currency, in whole units of the smallest subdivision of that currency; rounding is applied at the end of the calculation.
Payments made in test mode and demonstration accounts are excluded from the calculation.
Any change to the amounts or rates is notified to the coach by email at least thirty days before it takes effect; it applies from the day it takes effect. A coach who refuses it may terminate the contract before that date at no cost.
Fee amounts are stated exclusive of taxes. Applicable taxes are added: French VAT at the current rate for a coach established in France; reverse charge by a coach established in another European Union Member State and registered for VAT; for a coach established outside the European Union, the service is outside the scope of French VAT, subject to any local taxes that may apply. For a coach established in Chile who is not a VAT (IVA) taxpayer, the fees may be subject to Chilean IVA on digital services supplied by foreign providers (article 8, letter n, of Decree-Law No. 825); it is then added to the fees.

6. Direct payments declared by the coach

Where Dolphinn EURL authorizes it, the coach may be paid directly by some students (cash, bank transfer or other means), outside any payment provider. In that case:

the coach declares in their area each paid period, with the amount actually received, no later than three days after its due date;
declared direct payments are included in the calculation of the platform fees on the same terms as online payments, and the students concerned count as paying students;
the monthly statement distinguishes online payments from declared direct payments;
the coach guarantees the accuracy and completeness of their declarations. Dolphinn EURL may ask for any reasonable supporting evidence. A deliberately inaccurate or omitted declaration is a serious breach.

7. Monthly statements, invoicing and payment

A fee statement is drawn up for each calendar month and each currency. It details the three fee components, the referral credits applied and the amount due. The statement for the current month is provisional; it is closed at the end of the month. It is available in the coach area.
Dolphinn EURL issues an invoice based on each closed statement. The coach pays it by bank transfer or by any other means stated on the invoice, within thirty days of its date of issue.
The coach has thirty days from the closing of a statement to dispute its content in writing, giving reasons. After that period, the statement is deemed accepted, save for clerical errors.
Any late payment automatically incurs, without prior reminder, late payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, and a fixed recovery fee of 40 euros (article L441-10 of the French Commercial Code). For a coach established in Chile, late interest may not exceed the maximum conventional rate provided for by Chilean Law No. 18,010.

8. Referrals between coaches

A coach may refer another coach by recording, from their area, a pre-registration of the referred coach (the "referee"), with the referee's prior agreement to be contacted by Dolphinn EURL. The pre-registration reserves the referral for 90 days; the first referrer recorded prevails. Dolphinn EURL remains free to enter or not into a contract with the referee.
The direct referrer receives a credit equal to 20% of the platform fees actually paid by their referee, and that referrer's own referrer a credit equal to 10% of the same fees. There is no third level.
The basis of the credit is the amount actually paid by the referee for a statement, after deduction of the referee's own credits. The credit is earned when Dolphinn EURL records the payment of that statement; a referee who pays nothing generates no credit. If the payment record is cancelled, the corresponding credit is cancelled too, where necessary by a correction on a subsequent statement.
Credits are never paid out in cash, nor convertible, nor transferable. They are only deducted from the referrer's own platform fees, on their next statement in the same currency; the amount due on a statement can never become negative. Where the referrer has no statement in the currency of the credit, the credit is converted at the exchange rate set by Dolphinn EURL.
Unused credit is carried over to subsequent statements, up to a balance of 500 units of each currency (for example 500 EUR, 500 USD or 500,000 CLP); Dolphinn EURL may change this cap for a currency. Any excess is permanently lost.
Credits unused when the referrer's contract ends are lost and give rise to no payment.
Credits are not remuneration. The referrer refrains from any misleading practice or abusive solicitation; in the event of fraud, Dolphinn EURL may cancel the credits concerned and end the referral.

9. Content generated by artificial intelligence

Generated content (texts, programs, images) is provided as is. It may contain errors or inaccuracies or, for images, an imperfect likeness. The coach reviews, corrects and approves it before any distribution and is solely responsible for it towards their students and third parties.
Dolphinn EURL does not guarantee that generated content is unique or free of third-party rights; the coach refrains from using content that they have reason to believe infringes the rights of a third party.
Subject to the rights of third parties and to the AI providers' terms, Dolphinn EURL claims no rights in the content generated for the coach, which the coach may freely use for their business.
The reference photos uploaded by the coach are used only to generate the coach's own images, with their express consent, and may be deleted at any time.

10. Intellectual property

The software, the Kratan Club trademark and the elements of the service remain the exclusive property of Dolphinn EURL. The coach has a non-exclusive and non-transferable right to use them for the term of the contract. The coach retains their rights in their content (texts, photos, videos, programs, brand) and grants Dolphinn EURL the right to host, reproduce and display it to the extent necessary for the service, for the term of the contract. The coach indemnifies Dolphinn EURL against any third-party claim relating to the content they publish.

11. Personal data

Dolphinn EURL processes students' data on the coach's behalf, as processor (in Chile, "encargado del tratamiento"), under the terms of the "Processing on behalf of coaches" section of the Kratan Club privacy policy, which forms an integral part of these Terms of Sale. The coach, as controller, informs their students and, where required, obtains their consent.

12. Suspension

If an invoice is not paid when due, Dolphinn EURL may suspend the service fifteen days after a formal notice sent by email has remained without effect. In the event of a serious breach by the coach (manifestly unlawful content, fraud, threat to the security of the service), the suspension may be immediate.
During the suspension, the coach's website states that it is temporarily unavailable, the coach and their students can no longer sign in, and the students' subscriptions are paused with the payment providers. Days of suspension are not included in the weekly fixed amount.
The coach is solely responsible towards their students for the consequences of a suspension caused by the coach's own breach. The service is restored as soon as the cause of the suspension has ceased.

13. Termination

The coach may terminate the contract at any time by email to guillaume@kratan.club, with thirty days' notice.
Dolphinn EURL may terminate the contract with three months' notice, or automatically fifteen days after a formal notice that has remained without effect in the event of a serious breach by the coach.
On the effective date of termination, the coach's website is taken offline and the students' subscriptions are stopped with the payment providers. It is the coach's responsibility to inform their students and to manage their commitments towards them. Fees due up to the effective date remain payable.
Before the effective date, the coach may request an export of their data and of their students' data. The data is then deleted, except for data that the law requires to be retained (accounting and tax records).

14. Liability

Dolphinn EURL is bound by an obligation of means. Its liability may only be incurred in the event of proven fault and only for direct and foreseeable damage.
Dolphinn EURL is not responsible for the coach's content, the coach's services, disputes between the coach and their students, the services of payment providers and AI providers, or losses of revenue, customers or data caused by the coach or a third party.
Dolphinn EURL's total liability is limited to the amount of platform fees paid by the coach during the twelve months preceding the event giving rise to liability. This limitation does not apply in the event of gross negligence or wilful misconduct, or of personal injury.
Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code.

15. Coaches established in Chile

For a coach established in Chile, these Terms of Sale apply without prejudice to the mandatory provisions of Chilean law, in particular the rights granted by Law No. 20,416 (Estatuto Pyme) to micro and small enterprises in their dealings with their suppliers, and to the coach's tax obligations towards the SII. The coach declares that they are aware of their obligations under Law No. 19,496 towards their consumer students and under Laws No. 19,628 and No. 21,719 on the protection of personal data.

16. Platform reporting obligations

Where required by law, in particular under article 242 bis of the French General Tax Code (the "DAC7" directive) for coaches resident in the European Union, Dolphinn EURL may ask the coach for the necessary information (identity, address, tax identification number, amounts received) and pass it on to the tax authorities. The coach is informed of their tax and social security obligations, for which they remain solely responsible.

17. Changes to these Terms of Sale

Dolphinn EURL may amend these Terms of Sale. Changes are notified to the coach by email at least thirty days before they take effect; a coach who refuses them may terminate the contract before that date at no cost. Otherwise, they apply from their effective date.

18. Governing law and jurisdiction

These Terms of Sale are governed by French law. In the event of a dispute, the parties first seek an amicable solution. Failing that, any dispute relating to their formation, performance or interpretation falls within the exclusive jurisdiction of the courts of Marseille (France), including in the event of multiple defendants or third-party proceedings, subject to mandatory rules to the contrary.

These Terms of Sale are available in French, English and Spanish. In the event of any discrepancy between these versions, the French version prevails.

Contact: guillaume@kratan.club.