These Platform Terms govern the relationship between Ferb ApS ("Ferb") and the studio that has signed up to use the Ferb platform ("Customer" or "Studio"). By creating an account on Ferb, the Customer accepts these Platform Terms, along with the incorporated Ferb Data Agreement, Ferb Acceptable Use Policy, Ferb Privacy Policy and any product-specific supplemental terms referenced in this document.

If the person accepting these Platform Terms does so on behalf of a company or other legal entity, that person represents that they have authority to bind that entity. The Customer is responsible for all activity under its account, including but not limited to activity by owners, managers, staff, teachers, contractors, API keys, and connected integrations.

1. Definitions

2. The Service

Ferb provides a multi-tenant booking platform for fitness and wellness studios. The Service includes:

• A studio dashboard (web) for owners, managers, staff, and teachers

• End-user booking surfaces on per-studio subdomains (<studio>.ferb.co) and Ferb-hosted embed widgets

• Mobile applications ( A staff app today and a white-label customer app)

• Payment processing through Stripe Connect, per Legal Entity

• Integrations with third-party services such as Klaviyo, Meta CAPI, Google Ads, e-conomic, Dinero

• API access (Studio API, MCP) under issued keys with defined scopes

The Service is provided on a best-effort availability basis. 

3. Plans and fees

3.1 Plans

3.2 Revenue share mechanism

Ferb's revenue share is calculated and collected per transaction, not as a periodic platform fee. Each member payment processed through Customer's Connected Account incurs Ferb's revenue share at the time the transaction settles, deducted by Stripe as a Connect application fee and remitted to Ferb. The revenue share applies to the gross transaction at the point of sale and is not returned to Customer when Customer refunds the underlying member payment. For example, if a member pays 100 DKK for a class and Customer later refunds that 100 DKK to the member, the revenue share Ferb collected on the original sale remains with Ferb; Customer bears the full refund amount. 

3.3 Starting and switching plans

Customers begin on the Starter plan immediately upon account creation. No credit card is required to start. To switch to a paid plan, the Customer must add a payment method through the dashboard. Plan changes take effect following these rules:
1. From starter to any plan: Immediately
2. Downgrading or upgrading from Growth or scale: Takes effect on the next billing period.

3.4 Invoicing

Ferb invoices Customer monthly for the platform fee (if any) under Customer's chosen plan. The revenue share component is collected per-transaction by Stripe; no separate invoice is issued by Ferb for revenue share.

3.5 VAT

 Danish VAT is added at the rate in force at the time of invoicing  (currently 25%). For Customers established outside Denmark with a valid VAT identification number, the EU reverse charge mechanism applies where required by applicable VAT rules. VAT on services Customer sells to its own members is Customer's responsibility as merchant of record.

3.6 Pricing changes

Ferb may change Plan pricing or revenue share rates with at least 30 days' prior notice to the Customer through the dashboard and the Customers chosen contact methods. New pricing applies from the start of Customer's next billing period after the notice expires; billing periods Customer has already paid for are not affected. Customer may downgrade or terminate per §4 if Customer does not accept the new pricing.

4. Term, cancellation, and termination

4.1 Term

These Platform Terms take effect when Customer creates a brand and remain in effect until terminated by either party per this §4.

4.2 Cancellation by Customer

Ending your subscription

• We'd rather not see you go - if something isn't working, please reach out so we can try to fix it. But if you decide to move on, our job is to make the handover as smooth as possible. You can submit your cancellation at any time from the Ferb dashboard under Settings → Subscription or by contacting our support team.

• Your cancellation period runs through the end of the calendar month in which you submit, plus one additional calendar month. For example, a cancellation submitted on 15 May ends on 30 June; a cancellation submitted on 1 June ends on 31 July. During this period, your account stays fully active so you can keep operating, finish exports, and wind down on your own timing.

What you can export yourself

• Most operational data is available directly from the dashboard in standard, machine-readable formats - customer records, bookings, invoices, financial reports, and class history (CSV, JSON, and PDF for invoices). These exports are included in your subscription at no additional charge. They cover the personal data for which Customer is controller under GDPR Article 28(3)(g), and the accounting records Customer needs to meet its retention obligations under Danish bookkeeping law (Bogføringsloven).

Where we step in

• If you need data that applicable law requires you to retain, and that isn't available through a self-serve export -  for example, a specific format your auditor needs, historical records outside the dashboard's standard reports, or a structured handover for a new provider - contact us before the end of your cancellation period.

Custom migration assistance

• Work that goes beyond what applicable law requires - bespoke data transformations, direct migration into a third-party system, or engineering time alongside your migration team - is billed at Ferb's standard rate of DKK 1,000 per hour ex-VAT. We'll send a written estimate first and only start chargeable work after you've approved it. We can't guarantee we'll be able to take on your request, especially within a tight cancellation period. If we can't accommodate the work, we'll reserve the right to refuse your request.

After your cancellation period

• When the cancellation period ends, your account is closed and Ferb may delete Customer data, subject to Ferb's own retention obligations under applicable law (including Bogføringsloven §12, which may require Ferb to retain certain invoice records past your termination).

4.3 Termination by Ferb

Ferb may suspend or terminate Customer's access for:

• Material breach of these Platform Terms, the Data Agreement, or the acceptable use policy

• Non-payment of fees after reasonable notice

• Fraudulent or unlawful use of the Service

• Regulatory or legal requirement

• Stripe Connect account suspension by Stripe that prevents Customer from operating

Ferb will provide reasonable notice unless the breach or risk makes immediate action necessary.

4.4 Effects of termination

On termination:

• Customer's access to the dashboard ends

• Customer-controlled data is exported or deleted per Customer's choice (per Data Agreement §6.7), within 30 days prior to the effective date of the cancellation.

• Outstanding fees become immediately due

• Ferb retains Ferb-controlled data per the Privacy Policy

• Ferb retains Customer's invoices for 5 years per Danish bookkeeping law (regardless of Customer's choice for other data)

Surviving sections: §3 (outstanding payment obligations), §10 (intellectual property), §12 (warranties and disclaimers), §13 (liability), §14 (confidentiality), §15 (indemnification), §17 (governing law), the Data Agreement, and any other section that by its nature survives.

5. Customer obligations

Customer represents, warrants, and undertakes that the Customer will:

5.1 Accurate setup

• Provide accurate, current, and complete information for the Legal Entity (CVR, address, contact, banking details)

• Maintain accurate information about Customer's services, pricing, and policies surfaced to members

• Ensure the person accepting these Platform Terms and any plan/order changes has authority to do so.

• Ensure Customer Users use individual accounts, keep credentials secure, and only 

receive access appropriate for their role

5.2 Publish required legal documents

• Publish Customer's own handelsbetingelser, including: cancellation rules, no-show policy, membership binding period, right-of-withdrawal policy, refund rules, complaint procedure. Ferb currently provides a dashboard field for Customer booking/policy text, but Customer remains responsible for complete legal content.

• Publish Customer's own privacy notice and keep the privacy-policy URL in Ferb settings accurate.

• Update these documents as Customer's practices change, and communicate material changes to Customer's members per Customer's own communication policy

5.3 Compliance with Danish consumer law

• Comply with the Danish Consumer Contracts Act (Forbrugeraftaleloven), including right-of-withdrawal obligations

• Comply with the Danish Marketing Act (Markedsføringsloven), particularly active opt-in for marketing communications

• Comply with VAT rules

• Comply with applicable consumer-complaint procedures (Forbrugerklagenævnet)

5.4 Stripe Connect

• Maintain Customer's Stripe Connect Connected Account in good standing

• Complete and maintain KYC/KYB documentation Stripe requires

• Handle chargebacks and disputes through Stripe

• Accept Stripe's own terms of service for connected accounts

• Understand that Stripe may restrict, suspend, or refuse payment activity under Stripe's own rules, and that Ferb is not responsible for Stripe's independent decisions

5.5 Data subject requests

• Respond to data subject requests from Customer's members for Customer-controlled data, per the Data Agreement

• Cooperate with Ferb where Ferb refers members to Customer for studio-specific data

5.6 Acceptable use

• Comply with the Acceptable Use Policy at all times

5.7 Truthful service representation

• Provide accurate descriptions of services, pricing, schedules, and availability

• Honor what you publish to members

5.8 Third-party services

• Customer is responsible for accounts, credentials, settings, fees, and legal compliance for Customer-managed third-party services connected to Ferb, including Stripe, Klaviyo, Meta, Google, e-conomic, Dinero, and similar services.

• Ferb may facilitate integrations, but third-party services are governed by their own terms and may change, suspend, or discontinue functionality outside Ferb's control.

• Customer must not connect a third-party service unless Customer has the right to send the relevant data to that service.

6. Ferb's obligations

Ferb will:

• Provide the Service with commercially reasonable effort

• Route member payments through Stripe Connect to Customer's Legal Entity; never to Ferb's platform account

• Generate invoices for Customer's members with gapless sequential numbering per Legal Entity, as required by Danish law

• Process Customer-controlled data only on Customer's instructions, per the Data Agreement

• Maintain confidentiality of Customer's data

• Notify Customer of personal data breaches affecting Customer-controlled data per the Data Agreement

• Notify Customer of sub-processor changes per the Data Agreement

7. Acceptable Use Policy

The Ferb Acceptable Use Policy is incorporated into these Platform Terms by reference. Customer's compliance with the AUP is a material obligation. Violations may result in suspension or termination per §4.3.

8. Payment handling and Stripe Connect

8.1 Merchant of record

Customer is the merchant of record for member transactions. Payments are routed to Customer's Connected Account. Ferb is not party to the underlying transaction between Customer and Customer's member or guest.

8.2 Stripe Connect terms

Customer's use of Stripe Connect is governed by Stripe's own terms with Customer. Ferb is not party to those terms. If Stripe modifies or restricts Customer's account, Ferb's obligations under these Platform Terms are subject to that restriction.

8.3 Saved payment methods

Saved payment methods are per studio. Each Connected Account has its own Stripe customers; saved cards do not automatically transfer across studios. (Cross-studio card saving may be introduced in a future update; if so, Customer and members will be informed before any change takes effect.)

8.4 Refunds

Refunds are initiated by Customer through the dashboard. Ferb facilitates the refund through Stripe.

By default, Ferb's revenue share is not refunded when Customer issues a refund to a member. Customer keeps responsibility for member refunds; Ferb keeps the platform fee already earned on the original transaction. Manual adjustments to this policy require written agreement with Ferb.

8.5 VAT and invoicing

The Customer is the issuer of invoices to its members and guests, and is solely responsible for the accounting and tax treatment of those transactions - including but not limited to VAT calculation, collection, and remittance, income recognition, bookkeeping under applicable law (including Bogføringsloven), and any reporting to tax authorities. 

Ferb provides invoicing and reporting tools in the dashboard as convenience features; these tools do not constitute tax advice, and Customer is responsible for confirming that the output meets Customer's legal and tax obligations. Invoices issued by Ferb to Customer for Ferb's own fees (SaaS subscription, revenue share, or other services) are separate from Customer's invoices to its members and are governed by Ferb

9. Data ownership and processing

Detailed terms are in the Ferb Data Agreement. In summary:

• The customer is controller for service-relationship data (bookings, attendance, invoices, payments through Customer's Stripe Connect, internal notes, marketing data, communications)

• Ferb is the processor for Customer-controlled data

• Ferb is an independent controller for cross-studio identity (name, email, phone, and where collected date of birth/address), authentication, security logs, and Ferb consent records

• Stripe is independent controller for payment data

The Data Agreement is incorporated by reference and is part of these Platform Terms.

10. Marketing, communications, and integrations

10.1 Customer-managed marketing tools

Klaviyo, Meta CAPI, Google Ads, and any other marketing destinations are Customer-managed - Customer connects their own account. Customer is responsible for:

• Data agreements with each destination

• Lawful basis for marketing

• Honoring member opt-outs and consent withdrawals

• Accurate disclosure in Customer's privacy notice

• Compliance with destination-specific terms

10.2 Ferb's role

Ferb processes Customer-controlled marketing data on Customer's behalf and delivers Customer-instructed events to those destinations, gated by member consent. Ferb's role does not extend to substantive marketing decisions.

10.3 Ferb's own marketing

Ferb's own marketing (Ferb's website, Ferb's waitlist) is separate. Customer's Connected Account members are not added to Ferb's marketing without their separate consent.

11. Intellectual property

11.1 Ferb's IP

Ferb retains all rights in the Service, including code, design, documentation, brand, trademarks, APIs, and platform infrastructure. Customer's right to use the Service is limited to the license granted by these Platform Terms.

11.2 Customer's content

Customer retains all rights in Customer's content (studio name, logo, class descriptions, member data Customer controls, photographs, copy). Customer grants Ferb a limited, non-exclusive license to host, display, store, and process Customer's content only as needed to operate the Service for Customer.

Ferb does not have a right to use Customer's content for Ferb's own marketing, case studies, or external communications without Customer's written consent.

11.3 Feedback

Suggestions, ideas, and feedback Customer provides to Ferb may be used by Ferb without obligation or compensation.

12. Warranties and disclaimers

The Service is provided as-is, subject only to the minimum warranties required by mandatory Danish law.

Ferb does not warrant that:

• The Service will be uninterrupted or error-free

• The Service will meet Customer's specific requirements

• The Service will produce specific business outcomes (e.g., member retention, revenue growth)

• Third-party integrations will function flawlessly

Ferb commits to commercially reasonable effort in operating the Service and to good-faith handling of issues that arise.

12.1 Beta, preview, and planned features

Features marked beta, preview, experimental, planned, or similar are provided for evaluation and may change, break, or be removed. Customer should not rely on beta or planned features for legal, operational, or financial obligations unless Ferb confirms in writing that the feature is production-ready.

13. Liability

13.1 Cap

Ferb's total liability to Customer under these Platform Terms, including the Data Agreement, in any 12-month period is capped at the greater of: 

The fees paid by the Customer to Ferb in the preceding 12 months

13.2 Excluded damages

To the extent permitted by Danish law, Ferb is not liable for:

• Indirect, consequential, incidental, or special damages

• Lost profits, lost revenue, lost business opportunity

• Loss of data (subject to Ferb's data protection obligations)

• Damages caused by third-party services Customer chose to connect such as (Stripe outages, Klaviyo issues or similar third parties)

13.3 Carve-outs

The cap and exclusions do not apply to:

• Gross negligence or willful misconduct by Ferb

• Breach of confidentiality

• IP indemnification under §15

• Mandatory liability under GDPR Article 82 or other mandatory provisions of Danish law

14. Confidentiality

Confidential Information means any non-public business, technical, financial, commercial, customer, security, or operational information that one party discloses to the other in connection with these Platform Terms, whether disclosed orally, in writing, or by access to systems, and either marked as confidential or that a reasonable person would understand to be confidential.

Customer's member, staff, and operational data is governed by the Data Agreement

14.1 Obligations Each party agrees to:

1. Use the other party's Confidential Information only as necessary to perform under these Platform Terms.

2. Apply reasonable care to protect Confidential Information

3. Not disclose Confidential Information except to personnel, advisors, and contractors who need to know and who are bound by confidentiality obligations no less protective than this §14.

14.2 Exceptions

Confidential Information does not include information that is or becomes publicly available without breach of this §14, is independently developed without reference to the disclosing party's Confidential Information, or is rightfully received from a third party without confidentiality obligations. 

14.3 Compelled disclosure

If a party is required by law, court order, or regulator request to disclose Confidential Information, it will (where legally permitted) give the disclosing party prompt notice and a reasonable opportunity to seek a protective order, and will disclose only the minimum required. 

14.4 Survival and return

Confidentiality obligations survive termination for 3 years. On termination, each party will, at the disclosing party's reasonable request, return or destroy the other party's Confidential Information, except where retention is required by law or by the receiving party's bona fide backup procedures.

15. Indemnification

15.1 By Customer

Customer indemnifies Ferb against third-party claims arising from:

• Customer's content (including any IP infringement)

• Customer's services or member relationships

• Customer's failure to comply with Danish consumer law, marketing law, VAT law, or bookkeeping law and the customers own local applicable law.

• Customer's connected Stripe account or other Customer-managed integrations

• Customer's breach of the AUP

15.2 By Ferb

Ferb indemnifies Customer against third-party claims alleging that the Service (as provided by Ferb, excluding Customer content and Customer-controlled integrations) infringes third-party IP rights. Standard procedural conditions apply: prompt notice, sole control of defense, reasonable cooperation.

16. Changes to these Platform Terms

How and when we will inform you about changes to any of our policies.
Three-tier classification:

• Editorial: typo, formatting, clarification - no notice.

• Notice-only: minor wording, contact change, sub-processor list change.

• Material scope: such as rights, fees, liability, IP - 30-day prior notice; you must accept the updated terms to keep using Ferb. Customer may terminate per §4 if Customer does not accept.

Pricing changes follow §3.6 

17. Governing law and dispute resolution

These Platform Terms are governed by Danish law. The parties submit to the exclusive jurisdiction of the Danish courts, with the City Court of Copenhagen (Københavns Byret) as the court of first instance.

18. Miscellaneous

18.1 Notices

Notices are delivered through the studio dashboard or by email to the addresses on file with Customer (or, for Ferb, to legal@ferb.co). Notices are deemed received when delivered to the dashboard or sent by email.

18.2 Assignment

Customer may not assign these Platform Terms without Ferb's written consent, except to a successor entity in a corporate restructuring where Customer's business continues substantially intact. Ferb may assign these Platform Terms in connection with a merger, acquisition, or sale of substantially all of its assets, on the same terms.

18.3 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (natural disaster, war, civil unrest, infrastructure outage, government action), provided that party uses reasonable effort to mitigate.

18.4 Severability

If any provision is found unenforceable, the rest of these Platform Terms remain in effect.

18.5 Entire agreement

These Platform Terms, together with the Data Agreement and AUP, are the entire agreement between the parties on the subject. They supersede any prior agreements, communications, or representations.

18.6 No waiver

A party's failure to enforce a right is not a waiver of that right.

18.7 Independent contractors

Customer and Ferb are independent. Nothing in these Platform Terms creates a partnership, joint venture, agency, or employment relationship.

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