Terms of Service
B2B Terms for StepBuddy Challenge Packages
Effective date: 20 April 2026
These Terms govern the sale and use of StepBuddy challenge packages purchased by business
customers from FitSphere OÜ. They are intended for B2B sales only and do not apply to end
users.
- Parties and scope
1.1 These Terms are entered into between OÜ FitSphere, registration code 16030279, registered address: Harju County, Tallinn, Mustamäe district, Mäealuse Street 2/1, 12618, Estonia (“FitSphere” or “Seller”), and the business entity purchasing the Services (“Buyer”).
1.2 This agreement is a business-to-business contract. By placing an order, the Buyer confirms that
it is acting in the course of trade, business or professional activity, and not as a consumer.
1.3 These Terms apply to StepBuddy challenge packages sold online via Stripe or sold on an invoice
basis by bank transfer. Together with the applicable order, invoice or Stripe checkout confirmation,
the Refund Policy and the Privacy Policy, these Terms form the agreement between the parties
(the “Agreement”). - Service description
2.1 StepBuddy is a digital team wellness challenge service designed to motivate employees to
take part in activity-based challenges, track their progress and engage with a company-organised challenge format for a defined challenge period.
2.2 The one-challenge package includes the right to run one challenge for the Buyer’s employees
during one agreed challenge period.
2.3 The three-challenge package includes the right to run three separate challenges for the Buyer’s
employees, which may be activated on separate dates during the validity period agreed with
FitSphere.
2.4 Unless expressly agreed in writing, the package price includes standard onboarding and
activation support only. It does not include custom software development, custom integrations,
legal or tax advice, medical services, occupational health services, hardware or wearable devices,
prize procurement, or on-site event management. - Contract formation
3.1 For Stripe purchases, the Agreement is formed only when FitSphere receives confirmation of successful payment from Stripe.
3.2 For invoice-based purchases, the Agreement is formed only when FitSphere receives the full
invoice amount into the bank account specified on the invoice, unless the parties expressly
agree otherwise in writing.
3.3 Submitting a contact form, requesting a quote, or starting the checkout process does not create a binding agreement. - Pricing and VAT
4.1 The current package prices are EUR 300 for one challenge and EUR 600 for three challenges. All
prices are stated exclusive of VAT, unless expressly stated otherwise.
4.2 For Buyers established in Estonia, Estonian VAT is added at the applicable rate where required
by law.
4.3 For Buyers established in another EU Member State who provide a valid VAT identification
number and meet the applicable legal requirements for B2B supply, VAT is not charged by
FitSphere and the reverse charge mechanism applies.
4.4 For Buyers established outside the European Union, the supply is treated in accordance with
the applicable place-of-supply and tax rules. Unless mandatory law requires otherwise, prices are
invoiced without Estonian VAT and the Buyer is responsible for any taxes, duties or reporting
obligations in its own jurisdiction. - Payment methods and payment terms
5.1 Foreign Buyers may pay via Stripe unless another method is agreed in writing. Estonian Buyers
may pay by invoice and bank transfer. FitSphere may, at its discretion, also offer invoice payment to
other Buyers.
5.2 Where payment is made against an invoice, the invoice is due seven (7) calendar days from
the invoice date, unless a different term is stated on the invoice.
5.3 FitSphere may postpone activation, suspend access, or refuse to start a challenge until all outstanding amounts have been paid in full.
5.4 The Buyer is responsible for all bank charges, currency conversion costs and similar fees
charged by their payment provider or bank. - Refunds
6.1 Refunds are governed exclusively by FitSphere’s Refund Policy in force at the time of purchase.
The Refund Policy forms part of the Agreement and is incorporated by reference.
6.2 Nothing in these Terms extends the Buyer’s refund rights beyond what is set out in the Refund
Policy. - Delivery, activation and validity period
7.1 Following successful payment, FitSphere will contact the Buyer within three (3) working days
using the contact details provided during the order or invoicing process in order to coordinate activation.
7.2 The challenge becomes available once FitSphere has completed activation and confirmed the
agreed start date or launch details to the Buyer.
7.3 If the Buyer does not provide the information reasonably required for activation, FitSphere is not
responsible for any delay in launch.
7.4 Unless otherwise agreed in writing, purchased challenges must be activated within twelve (12)
months from the payment date, after which unused challenge rights expire without refund. - Licence and rights of use
8.1 Subject to full payment, FitSphere grants the Buyer a limited, non-exclusive, non-transferable,
non-sublicensable right to use the purchased StepBuddy challenge package for the Buyer’s own
internal employee wellness purposes during the agreed challenge period.
8.2 The Buyer may not resell the Service, make it available to third parties as a bureau or
outsourced service, sublicense it, copy it except as necessary for permitted use, or use it to operate
a competing product or service.
8.3 The permitted participants are the Buyer’s employees and, if expressly approved by FitSphere,
contractors or employees of group companies identified in the relevant order. If a participant limit is
stated in the order, proposal or invoice, that limit applies. If no limit is stated, the package may be
used for participants from one Buyer legal entity only. - Buyer’s obligations
9.1 The Buyer must provide accurate company, billing and contact details and must promptly
notify FitSphere of any changes relevant to billing, activation or account administration.
9.2 The Buyer is responsible for informing its employees about the challenge, for ensuring that
participation is voluntary where required by law or company policy, and for obtaining any notices,
consents or internal approvals required for participation and data sharing.
9.3 The Buyer must use the Service lawfully and must not upload, transmit or encourage content or
conduct that is misleading, infringing, discriminatory, unlawful, harmful to the platform, or likely to
interfere with other users or the Service. - Intellectual property
10.1 FitSphere and its licensors retain all rights, title and interest in and to the Service, platform,
software, content, trademarks, designs, methodology, challenge formats, reports and related
intellectual property rights.
10.2 No intellectual property rights are transferred to the Buyer except for the limited rights of use
expressly granted under the Agreement.
10.3 FitSphere may use feedback, suggestions and ideas for improvement provided by the Buyer
without restriction or any obligation to pay, provided that FitSphere does not disclose the Buyer’s
confidential information in doing so. - Health and safety disclaimer
11.1 The Service is intended for general wellness, engagement and motivation purposes only. It does
not constitute medical advice, diagnosis, treatment, physiotherapy, occupational health advice or emergency support.
11.2 Each participant is responsible for assessing their own health and fitness to take part in a
challenge. Participants with health concerns, injuries, chronic conditions, pregnancy-related
concerns or similar issues should consult a suitably qualified healthcare professional before
increasing their physical activity.
11.3 To the maximum extent permitted by law, FitSphere is not liable for injuries, health
incidents or adverse outcomes arising from participation in physical activity, except where caused
directly by FitSphere’s intentional misconduct or where liability cannot be legally excluded. - Data protection and confidentiality
12.1 FitSphere processes personal data in accordance with its Privacy Policy and applicable data
protection law. The Privacy Policy describes FitSphere’s general data processing practices relating
to the Service.
12.2 Depending on the nature of the data flow and the parties’ roles, the parties may act as
independent controllers, or FitSphere may process certain personal data on the Buyer’s behalf. If
required by law, the parties will enter into a separate data processing agreement.
12.3 Each party must keep confidential all non-public business, technical and commercial
information received from the other party in connection with the Agreement and may use such
information only for performing or receiving the Services, unless disclosure is required by law or
professional advisers under confidentiality obligations.
12.4 This confidentiality obligation does not apply to information that is public without breach of
the Agreement, was lawfully known prior to disclosure, was independently developed without use of
the other party’s confidential information, or was lawfully received from a third party without a duty
of confidentiality. - Warranties and disclaimers
13.1 FitSphere warrants that it will provide the Service with reasonable skill and care consistent with
a digital wellness platform of this type.
13.2 Except as expressly stated in the Agreement and to the maximum extent permitted by law, the
Service is provided “as is” and “as available”. FitSphere does not warrant uninterrupted or error-free
operation, specific fitness outcomes, employee engagement results, compatibility with every
device, or that the Service will meet the Buyer’s individual business requirements.
13.3 The Buyer acknowledges that the value of the Service depends in part on the Buyer’s internal
communications, participation rates, challenge setup decisions and employee engagement, all of
which are outside FitSphere’s control. - Liability
14.1 To the maximum extent permitted by law, FitSphere shall not be liable for indirect, incidental, special, consequential or punitive damages, including loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or loss of data, even if advised of the possibility of such damage.
14.2 FitSphere’s aggregate liability arising out of or in connection with the Agreement, whether in
contract, tort or otherwise, is limited to the total amount actually paid by the Buyer under the
relevant order that gave rise to the claim.
14.3 Nothing in the Agreement excludes or limits liability to the extent that such exclusion or limitation is prohibited by mandatory law, including liability for intentional misconduct where such liability cannot be limited. - Term, suspension and termination
15.1 The Agreement commences upon formation in accordance with Section 3 and continues until the ordered challenges have been completed or have expired, unless terminated earlier in accordance with this Section.
15.2 Either party may terminate the Agreement with immediate effect by written notice if the other
party materially breaches the Agreement and fails to remedy such breach within fourteen (14) days
of receiving written notice describing the breach.
15.3 FitSphere may suspend the Service or terminate the Agreement immediately if the Buyer fails
to pay amounts when due, uses the Service unlawfully, jeopardises the security or operation of the
Service, or becomes insolvent.
15.4 Upon termination or expiry, the Buyer’s access and use rights end immediately or, if FitSphere
so decides, at the end of the active challenge period. Provisions concerning payment,
confidentiality, intellectual property, disclaimers, liability, governing law and other clauses intended
to survive shall remain in force. - Force majeure
16.1 Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including widespread internet or hosting failures, cyber incidents, industrial
disputes, governmental restrictions, war, natural disasters, epidemic-related restrictions or failures
of third-party infrastructure.
16.2 The affected party must notify the other party without undue delay and use reasonable efforts
to mitigate the effects of the force majeure event. - Changes to these Terms
17.1 FitSphere may update these Terms from time to time. Updated Terms apply immediately to
new orders from their stated effective date.
17.2 For an Agreement that is already in force, FitSphere may make changes required by law, for security reasons, due to technical necessity, or as a result of changes to the Service model. If a change materially reduces the Buyer’s rights or materially increases the Buyer’s obligations during an active paid term, FitSphere will give at least thirty (30) days’ prior notice, unless a shorter notice period is required by law or for urgent security reasons. - Governing law and jurisdiction
18.1 The Agreement is governed by the laws of the Republic of Estonia, excluding its conflict of laws
rules.
18.2 Any dispute arising out of or in connection with the Agreement that the parties are unable to resolve through negotiation shall be submitted to Harju County Court (Harju Maakohus), unless mandatory law provides otherwise. - Contact and company details
Seller: OÜ FitSphere
Registration number: 16030279
Registered address: Harju County, Tallinn, Mustamäe district, Mäealuse Street 2/1, 12618, Estonia
Email: info@thefitsphere.com
