Seven weeks after the start, a participant signs up. He has cancelled the program and is demanding a full refund, even though he has completed modules and participated in calls. His argument is that the contract was void from the beginning because the program required government approval. This very case was before the Federal Court of Justice, and the provider lost. It involved a sum of five figures.
For coaches, academies, and mentoring providers, this is not a legal footnote. The contract now determines whether the fees received remain permanently within the company. Between June 2025 and February 2026, the III Civil Chamber of the Federal Court of Justice issued six decisions regarding the Distance Learning Protection Act, thereby resetting the rules of the game for digital programs.
clience.legal is a digital business law firm for entrepreneurs. We advise coaches consistently from the provider perspective and do not only look at individual clauses but also at the interplay between program development, the sales process and the contract. This guide shows which components a robust contract needs, where the current case law requires adjustments and how you can ensure that your coaching is effective. Contract drafting for online coaching contracts take a strategic approach.
The most important information at a glance
- The focus of the contract decides: Whether a program falls under the Distance Education Protection Act is assessed based on the specific agreed service scope, not on the designation as coaching, mentoring, or training.
- B2B is not a shield of protection: The Federal Court of Justice applies the FernUSG without restriction to contracts with entrepreneurs within the meaning of § 14, paragraph 1, of the German Civil Code.
- Lack of approval leads to nullity: Without the approval under § 12 of the FernUSG, the contract under § 7, paragraph 1 of the FernUSG is void, and amounts paid are to be refunded under § 812, paragraph 1, sentence 1, Alt. 1 of the BGB.
- A right to ask questions is sufficient: There are no exams required for learner success monitoring. It is sufficient for the contract to allow the participant to ask individual questions about the material during an accompanying call.
- Synchronous or asynchronous is the new benchmark: The Federal Court of Justice emphasizes the communicative nature of spatial separation, not the place of residence of the parties.
- The contract must fit the product: The description of the service, the payment plan, the termination of the contract and the advertising must all be in the same language; otherwise the objection will be used in the dispute against the provider.
Why the coaching contract determines your business model
A coaching contract has two functions. On the outside, it creates clarity about what the participant gets and what they pay for it. On the inside, it determines how much economic risk you bear if someone quits, doesn’t pay, or demands a refund. Both functions are intertwined, and both suffer when a model is taken from the internet and only superficially adapted.
The wave of claims from recent years has shown where contracts break down. Most often not due to exotic clauses, but at four points: an unclear description of the services provided, a payment plan that does not fit the legal classification of the program, missing or incorrect instructions, and advertising claims that do not correspond to the contract. Anyone who reads the contract carefully will see that: typical problems with online business coaching contracts Recognizes and quickly recognizes these patterns in its own contract work.
The question is: Does your program fall under the FernUSG?
Before any clause work can be carried out, there must be a single change of direction. If the program falls under the Distance Learning Protection Act, you will need approval from the State Central Office for Distance Learning. If it is not approved, the contract is null and void, and the participant can demand everything back. This legal consequence cannot be waived contractually, because § 10 of the Distance USG declares deviating agreements invalid and § 8 of the Distance USG prohibits circumvention.
Section 1, paragraph 1 of the FernUSG lists three conditions that must be present cumulatively. Check them in this order.
Paid provision of knowledge and skills
The Federal Court of Justice is broad in its definition of the terms. It explicitly does not require a minimum quality of the content, because otherwise the cases that require protection would fall outside its scope. What is crucial is the focus of the agreed service spectrum. If it focuses on structured knowledge dissemination, the law applies. If it focuses on individual, personal advice and support, that is against the law. A modular video program with chronologically sequenced lessons, workbooks, and accompanying calls organizes the Senate’s definition of knowledge dissemination, even if the video material only covers a few hours.
For the practice, this means: in the contract, be honest about what the focus of your offer is. A program advertised in sales as an apprenticeship with a fixed curriculum and described in the contract as individual counseling will not convince a court.
Spatial separation following the new line of the Federal Court of Justice
According to the wording, any online format would be covered, since teachers and learners are always sitting in different locations. The Federal Constitutional Court interpreted the norm restrictively in February 2026. A spatial separation exists only insofar as the knowledge transfer takes place over distance and not through mutual, simultaneous communication, in which the participant can contact the other without any special effort. The communicative nature of the teaching is therefore decisive.
The Senate attributes the share of asynchronous content to the recordings of live sessions that are later available for retrieval. A program that consists primarily of video library plus weekly Q&A remains within the scope of application. A format that comes close to a virtual classroom and consists predominantly of binding live sessions may fall outside the scope. While the burden of proof for spatial separation rests with the participant, the Senate indicates a secondary burden of explanation on the part of the provider when the contract only vaguely describes the teaching concept. That is precisely why a precise description of the formats, duration, and participation requirements is worthwhile.
Monitoring of learning progress: the right to ask questions is sufficient
Here lies the practical stumbling block. Formal exams or corrected homework are not required. It is sufficient if the contract grants the participant the right to ask oral questions about the material during an accompanying event and thus receive individual feedback. By agreeing to weekly Q&A calls in the sales process, they are therefore demonstrating the same characteristic that they actually wanted to avoid.
Business customers are not changing anything
The path for classifying participants as business owners or entrepreneurs is blocked. The Federal Court of Justice has repeatedly confirmed that the FernUSG does not apply to consumers only and applies without restriction to entrepreneurs as well. A clause in which the participant refers to themselves as an entrepreneur therefore does not create any certainty. We have arranged the individual decisions and their consequences in our presentation on the following pages. BGH case law on the FernUSG and ZFU approval .
Description of function: the most important component
The performance description is the part of the contract that decides on most disputes. It determines when you have delivered, what additional services are included, and the legal nature of the program. Formulate it in such a way that an outsider could reconstruct the program from it.
- Scope and format: Number, duration and type of units, separated by live sessions, recordings and self-study materials.
- Binding commitments: Which appointments are mandatory, which are voluntary, and what happens if you do not attend.
- Support: Whether and in what form individual inquiries are possible, with what response times and through which channels.
- Participation of the participant: What work is expected and what consequences does a lack of participation have.
- Exclusions: What is not explicitly owed, such as legal, tax or investment advice.
Also, specify what result you owe. Coaching is regularly a service, not a product. The contract should clarify this so that an effort does not subsequently become a result for which you owe something. How you can supplement this with short-term cancellations by customers circumventing it also belongs in this chapter.
Payment, installments and advance payment
Payment clauses are often designed based on gut feeling and do not stand up to scrutiny. Two levels need to be distinguished.
If the program falls under the FernUSG, § 2, paragraph 2 of the FernUSG sets the framework. The remuneration must be paid in partial installments for periods of no more than three months, and the individual installment may not exceed the portion that would be calculated from that period. A prepayment for an entire annual program is thus excluded. If someone nevertheless agrees to it, they will provide an additional argument against themselves in the event of a dispute.
Outside of the FernUSG, the AGB terms apply. Paired default charges must be based on the usual damage and the customer must be able to provide proof of a lesser damage. Otherwise, § 309 No. 5 BGB applies. Clauses that oblige the participant to pay in full upon any form of termination are usually invalid. A staggered payment plan that links to the achieved program milestones is usually advisable. These questions belong in the Drafting of contracts and T&Cs and not in a footnote of the bill.
Term, termination and ending the contract
Ending the contract is the point at which contracts are put to the test in practice. Three levels of rules can apply side by side.
If the program falls under the FernUSG, the participant may terminate without giving reasons under § 5 FernUSG, for the first time at the end of the first six months with six weeks’ notice, and thereafter at any time with three months’ notice. Termination must be in text form. Under § 5(3) FernUSG, the participant then owes only the portion of the fee that corresponds to the value of the services provided up to that point.
Outside the FernUSG, § 627 BGB comes into play. Coaching is often classified as a service contract for services of a higher kind that are entrusted on the basis of special trust. In that case, the participant can terminate at any time without needing a reason. Under § 628(1) BGB, you retain the fee for the services already provided. A complete exclusion of this right of termination in pre-formulated terms is problematic. A clean billing rule for early termination is more realistic.
In addition, provide for termination for good cause, for example in the event of payment default, passing on course material, or breaches of the community’s rules of conduct. Describe the procedure and document incidents in writing.
Right of withdrawal for consumer customers
When concluding a contract with consumers via distance selling, there is a fourteen-day right of withdrawal. The information must be provided in text form before the contract is concluded and must meet the legal requirements; otherwise the period will not begin to run.
If you begin performance before the withdrawal period expires, you need the customer’s express request and proper information under § 357a(2) BGB; otherwise, compensation for value lapses entirely. For purely digital content, the situation is even tighter: under § 357a(3) BGB, the consumer owes no compensation for value for digital content not supplied on a tangible data carrier. For hybrid programs, this means listing service components and digital content separately in the contract and at checkout.
The right of withdrawal only fully expires for services under § 356(4) of the German Civil Code (BGB) when the service has been fully provided and the customer has previously consented to and confirmed his/her knowledge of the loss of the right of withdrawal. For multi-month programs, this point of time is far away. Those who set up the ordering process cleanly will gain security here, just as with a reliable data protection concept for online coaches.
Advertising, promises of success and contract text
Courts also look at the sales process. In a dispute, the landing page, webinar, sales deck and contract form a single unit. Anyone who holds out the prospect of a specific increase in revenue risks this statement being treated as a contractual commitment. If the success does not materialize, repayment and damages may follow. Irrespective of this, sweeping promises of results are open to challenge under competition law if they cannot be substantiated.
In practical terms, this means: describe services rather than results. You may use references and case figures if they are genuine, verifiable, and not presented as typical results. Include a clarification in the contract that economic success depends on implementation by the participant, and make sure your advertising does not undermine this clarification.
The route via ZFU approval
If the review shows that your program is distance learning, two routes remain. You restructure the offering so that the focus is clearly on individual support or on predominantly simultaneous instruction. Or you apply for approval from the State Central Office for Distance Learning (ZFU). Approval permanently removes the risk of the contract being void and can be used as a quality feature in sales. Which route is economically viable depends on the program design, the pricing structure and your growth plans. We examine both options as part of our legal advice on the Distance Learning Protection Act (FernUSG) for online coaches and weigh them against each other financially.
Typical mistakes we see again and again
- A template contract from the internet whose service description does not match the actual program.
- Full advance payment for a multi-month program, although the FernUSG is applicable.
- A withdrawal notice tailored to the delivery of goods that does not cover services.
- Termination clauses that are intended to take away every possibility of termination from the participant.
- Promotional statements on the sales page that do not correspond to the contract.
- Separately created documents in which the contract, T&Cs and checkout contradict each other.
Anyone who fixes these six points has already reduced most of the risk. You will find a broader framework on this in our overview of online coaching law.
A solid coaching contract is not created by assembling text blocks; it is created by deciding which product you want to sell and which legal structure fits that product. We make this decision together with you and then implement it in the contract document. Send us your contract, your offer page, and the program structure, and we will tell you in a free initial consultation of 15 to 20 minutes where you stand and what needs to be done.
FAQs
What must an online coaching contract regulate?
Indispensable elements are a specific service description, the fee including the payment schedule, term and termination, rules on cancellations and rescheduling, rights of use to materials, and data protection. For consumers, the withdrawal notice is added. In addition, the contract should clarify that a service is owed, not a specific economic result. The more precise the service description, the less the contract is open to attack later.
Does my coaching program fall under the Distance Learning Protection Act (FernUSG)?
There is no general answer. The three characteristics of § 1(1) FernUSG are decisive: paid imparting of knowledge and skills, predominantly spatial separation, and monitoring of learning success. The Federal Court of Justice (BGH) looks at the focus of the specifically agreed range of services. A modular video program with accompanying calls regularly meets the criteria; predominantly individual support generally does not.
Does the FernUSG apply even if I am coaching only entrepreneurs?
Yes. The Federal Court of Justice (BGH) has ruled several times that the Distance Learning Protection Act (FernUSG) is not limited to consumers and also applies to entrepreneurs within the meaning of § 14(1) BGB. A clause in which the participant describes themselves as an entrepreneur does not change this. Targeting advertising at self-employed people and founders does not protect against the approval requirement either.
Is it enough to dispense with homework and tests to avoid the FernUSG?
No. A contractually granted right to ask individual questions about the material in an accompanying session is already sufficient for monitoring of learning success. Anyone offering weekly Q&A calls generally meets this characteristic. Dispensing with examinations merely shifts the analysis to the other two characteristics.
May I require full advance payment for an annual program?
Not if the program falls under the FernUSG. § 2(2) FernUSG requires payment in installments for periods of no more than three months and limits the amount of each installment. Outside the FernUSG, payment in advance is generally possible but is subject to review under the law on T&Cs (standard business terms). In both cases, a payment plan linked to program stages is the more robust solution.
Can participants terminate a coaching contract at any time?
Often, yes. If the contract falls under the FernUSG, the right of termination under § 5 FernUSG applies with the notice periods set out there. Outside the FernUSG, coaching is often classified as a service contract for services of a higher kind, so termination at any time is possible under § 627 BGB. In both cases, you retain the fee for the services already provided. A complete exclusion of termination in pre-formulated terms usually does not withstand judicial review.
When do consumers have a right of withdrawal and when does it expire?
For distance contracts with consumers, there is a fourteen-day right of withdrawal. The period only begins once proper information has been provided in text form. For services, the right expires under § 356(4) BGB when the service has been fully performed and the customer has previously expressly agreed and confirmed the loss of the right of withdrawal. In multi-month programs, this point is rarely reached early in practice.
Do I receive compensation for the value of services already provided if the customer withdraws?
Only under strict conditions. Under § 357a(2) BGB, compensation for value requires that the customer expressly requested performance to begin before the withdrawal period expired and that you provided proper information. For digital content not supplied on a tangible data carrier, § 357a(3) BGB excludes compensation for value. Service components and digital content should therefore be listed separately in the contract and in the ordering process.
Which advertising statements can make my contract open to challenge?
Above all, specific promises of success and revenue. In case of doubt, courts treat such statements as contractual commitments, so if the success fails to materialize, repayment or damages may follow. In addition, there is a risk under competition law if the statement cannot be substantiated. It is safer to describe the services and framework conditions and to use references only with clear context.
When is it worth involving an attorney for a coaching contract?
As soon as your program is more than a single session, a review is worthwhile. We classify your offering based on current case law, assess the risk of an approval requirement, and align the contract, T&Cs, payment model and sales page. If repayment claims are already being made, we review the contractual position, secure evidence and develop a line of defense before a hasty reaction weakens your own position. The economic stakes are high, because in a dispute the entire program price is usually at stake.
