Coaching Contracts

Online coaching is sold through landing pages, platforms, social media, video calls, and chats. The dispute almost always begins afterward: a bill for several thousand euros, a commitment lasting months, an account that gets locked, or a program that looks different from what was described during the sales pitch.

The legal classification of such a contract is not determined by its name. Whether an offer is called coaching, mentoring, consulting, a program, or an academy is irrelevant. What matters is the actual content of the contract, the booking process, and the service that was owed. Added to this are the classification as a consumer or business, the scope of the Distance Learning Protection Act, and the question of whether digital content or a service characterizes the contract. This classification comes at the beginning, not the end—it determines which rights exist in the first place.

I represent participants in online coaching programs, both in and out of court: in cases involving payment claims and debt collection, rescission and termination, refund claims, and disruptions to access to digital services. My approach can be summarized in three sentences.

First: We start by clarifying what was actually owed—not what sounded like a promise.

Second: You'll get an assessment, even if it's uncomfortable; I'll tell you right now that this process isn't worth it.

Third: We clarify the cost before any work is commissioned.

This page describes a specific scenario. Similar questions arise in connection with online courses, members-only areas, subscriptions, consulting programs, and other contracts facilitated through platforms.

An Overview of the Topics

Distance Learning — When Enrollment Is Required

Online coaching can constitute distance learning without ever having been called that. Section 1(1) of the Distance Learning Act (FernUSG) requires three elements for this: the transfer of knowledge or skills in exchange for payment, a predominant physical separation between the instructor and the learner, and monitoring of learning progress. What matters is the agreed-upon scope of services, not whether it is labeled as coaching or mentoring.

The Federal Court of Justice confirmed this application to coaching and mentoring services in its ruling of June 12, 2025, III ZR 109/24. The arrangement may also be aimed at a practical or economic goal. Above all, the concept of monitoring learning progress must be interpreted broadly: it may be sufficient simply that the contract provides the opportunity to ask individual questions about the material and receive feedback. Consequently, a large number of programs that have never considered themselves to be courses fall within the scope of this provision.

This does not resolve the issue of demarcation, but rather shifts it. According to the Federal Court of Justice (BGH), in its ruling of February 5, 2026, III ZR 137/25, pre-recorded content with only supplementary live elements may constitute a physical separation, whereas continuous two-way communication more closely resembles in-person instruction. According to the Federal Court of Justice (BGH), in its ruling of May 7, 2026, III ZR 142/25, the decisive factor remains whether the focus is on the transfer of knowledge or on another individual activity. Two programs with similar prices and similar advertising may therefore be classified differently.

Where a license under § 12(1) of the FernUSG is required but is lacking, the contract is void under § 7(1) of the FernUSG. What this means for amounts already paid is governed by the law of unjust enrichment and must be distinguished from the nullity—reversal of the transaction is subject to its own conditions.

That’s why I first look at the relationship between the learning platform, videos, course materials, assignments, follow-up questions, and live sessions. Only then can I determine whether a program is distance learning, counseling, or some other service.

Consumers or Business Owners — Which Protective Provisions Apply?

According to Section 13 of the German Civil Code (BGB), a consumer is someone who enters into a contract primarily for private purposes; according to Section 14(1) of the BGB, a businessperson acts in the course of a commercial or self-employed professional activity. The designation in the contract is not decisive. Even a checked box indicating that one is acting as a business operator does not replace an examination of the actual purpose—and it is precisely this box that is standard in coaching sales.

Drawing the line here is more difficult than elsewhere. A program may be intended to facilitate personal reorientation, aim toward a planned future in self-employment, or be booked for an activity already being pursued. In cases of mixed purposes, the determining factor is which purpose predominates. The right of withdrawal under distance selling law, the precontractual information obligations, the requirements for the “Order” button, and the scope of clause review all depend on this classification.

The Distance Learning Protection Act must be distinguished from consumer law. In its ruling of June 12, 2025, III ZR 109/24, the Federal Court of Justice held that the Act’s personal scope of application is not generally limited to consumers. Anyone acting as a business operator may therefore still invoke the nullity of a contract that requires approval but has not been approved. The provider’s argument that the matter is settled by the declaration of business operator status does not hold up in this general context.

I make this determination before discussing rescission, clauses, or payment demands. What matters is the purpose apparent at the time the contract was concluded and the actual circumstances—not what was checked off on the order form.

Cancellation and Order Process — Requirements for Digital Transactions

In the case of a distance contract between a business and a consumer, there is generally a 14-day right of withdrawal pursuant to Sections 312g(1) and 355 of the German Civil Code (BGB). For services, the period begins upon conclusion of the contract, but not before proper notification has been provided. If proper notification is lacking, the right generally does not expire until twelve months and 14 days after the statutory period begins. Contracts that were long considered concluded are therefore often still subject to revocation.

The immediate activation of a program does not in and of itself terminate the right of withdrawal. In the case of services, pursuant to Section 356(4) of the German Civil Code (BGB), this right expires only upon complete performance and only if the required declarations and confirmations have been provided; for digital content that is not provided on a physical data carrier, § 356(5) of the German Civil Code (BGB) applies, with its own requirements. Which rule applies depends on the individual components of the service—and a coaching program almost never consists of just one.

For orders requiring payment that are placed via a button, Section 312j(3) of the German Civil Code (BGB) requires clear labeling. If the labeling is not clear, the contract does not come into effect at all under Section 312j(4) of the BGB. Whether these requirements apply at all to coaching sales is, however, itself a matter of dispute: They do not apply to contracts concluded exclusively through individual communication. Whether an automated chat flow, a calendar link with a booking function, or a combination of a sales conversation and a form sent afterward still constitutes individual communication depends on the specific process—and this is precisely the point at which these procedures will be decided.

Effective June 19, 2026, Section 356a of the German Civil Code (BGB) will be added: Distance contracts concluded via an online user interface must, as a general rule, be revocable during the cancellation period via an electronic cancellation function that is constantly available, prominently displayed, and easily accessible.

I will examine separately whether a contract was concluded at all, whether a right of withdrawal arose, and whether it has effectively expired. To do this, the order page, the notice of rights, the confirmation, and the start date of performance must be cross-referenced.

Conclusion of the Contract and Terms and Conditions — What Was Actually Agreed Upon

A coaching contract is established via a landing page, through a platform, by email, in a chat, or over the phone. Whether the booking is already binding or merely a request for a quote depends on how the process is structured. Because advertising, the initial consultation, the sales pitch, the order form, and the contract confirmation are often spread out over several days, the first question is usually the most difficult: Which action triggered the contract?

This determines which terms and conditions apply at all. According to Section 305(2) of the German Civil Code (BGB), general terms and conditions become part of the contract only if they are referred to at the time the contract is concluded, the other party can reasonably take note of them, and the other party agrees to their validity. A link that is provided only with the invoice is not automatically sufficient for this purpose. Surprise clauses do not become part of the contract at all under Section 305c(1) of the German Civil Code (BGB); provisions that place one party at an unreasonable disadvantage may be invalid under Sections 307 through 309 of the German Civil Code (BGB).

The first thing I reconstruct is the chronological sequence of the advertisement, the conversation, the ordering process, the confirmation, and the transmission of the terms and conditions. Only this sequence reveals which contract was formed—and with what content—and which was not.

Services and Compensation — What Was Actually Owed

Whether coaching was conducted in accordance with the contract depends on the agreed-upon scope of services. This includes more than just the text of the contract; landing pages, webinar recordings, messages, and specific statements made during sales conversations can also shape that scope. General motives and hopes for success do not thereby become services owed—specific commitments regarding the number and duration of one-on-one sessions, personal support, access times, materials, and feedback, on the other hand, certainly do.

The term “coaching” does not determine the type of contract either. Depending on the focus, the contract may be governed by the law governing employment contracts, the law governing contracts for services, the law governing distance learning, or the law governing digital products. In principle, a specific economic or professional success is not guaranteed for a mere service; however, if a verifiable result is bindingly promised, this changes the classification and liability.

Unclear reservations regarding changes to services and unilateral restrictions may be invalid under Section 307 of the German Civil Code (BGB), while misleading statements may give rise to a right to rescind the contract under Section 123 BGB or claims for damages. The price alone, however, is of little consequence: A striking disparity between the service provided and the consideration paid is not sufficient to trigger Section 138 of the German Civil Code (BGB); additional circumstances must be present. There is no supreme court-established price cap for online coaching—anyone relying on this is relying on the weakest of the possible grounds for challenge.

I therefore begin by determining which services were bindingly promised, which were merely described in advertising, and which clearly depended on my own participation. Everything else builds on this: payment claims, objections, and refunds.

Term and Termination — Commitment and Electronic Termination

The duration of the contract depends on the type of contract, the terms and conditions included, and mandatory protective provisions. For consumer contracts, Section 309(9) of the German Civil Code (BGB) limits the initial term, renewals, and notice periods for standard-form contracts. As of March 1, 2022, a tacit extension in general terms and conditions is generally permitted only for an indefinite period if the contract can be terminated at any time with a notice period of no more than one month; for older contractual obligations, the previous version applies in this regard.

As of July 1, 2022, pursuant to Section 312k of the German Civil Code (BGB), a website through which consumers can enter into ongoing contractual relationships for a fee must, as a general rule, provide a termination button that is always available, immediately visible, and easily accessible. If this button is missing, the contract may be terminated at any time without notice under Section 312k(6) of the German Civil Code (BGB). In coaching sales, this button is often missing because the contract was not concluded through an ordering system but rather through a conversation.

If the program is distance learning, § 5 of the FernUSG applies: Termination is permitted for the first time at the end of the first semester with six weeks’ notice; thereafter, at any time with three months’ notice. Deviations that would be at the participant’s expense are only possible to a limited extent—a two-year commitment without an exit option rarely stands up to scrutiny.

I check whether the agreement is a fixed-term comprehensive program, a subscription, a monthly rolling subscription, or a distance learning contract. This classification determines which term and cancellation rules apply.

Platforms, Payment Service Providers, and Digital Services

With coaching services, it’s often not immediately clear who the contracting party is. Coaches, platform operators, intermediaries, and payment service providers have different roles, and the demand for payment typically comes from a third party with whom you’ve never spoken. Whether there is a single contract or multiple related ones determines against whom objections are effective and from whom a payment must be reclaimed.

Sections 327 through 327u of the German Civil Code (BGB) have applied to consumer contracts for digital products since January 1, 2022. Live coaching is not automatically considered a digital product simply because it takes place via video conference; however, learning platforms, recorded videos, downloads, and member areas can be independent digital components of a contract. Under Sections 327d and 327e of the BGB, they must meet the agreed-upon and objectively expected requirements—functionality, compatibility, continuity, security, and agreed-upon access times. In the event of defects or failure to provide the service, remedies such as subsequent performance, reduction of price, and termination of the contract may be considered under §§ 327c, 327i, 327m, and 327n BGB.

A suspension of access during a payment dispute is therefore ambiguous: It may be justified—but it may also itself constitute a failure to provide the service and thus a breach of contract. If the provider is based in another EU country, the Rome I and Brussels Ia Regulations determine the applicable law and the forum. A choice of law clause in the terms and conditions does not deprive consumers of the mandatory protection afforded by their right of residence if the provider directs its activities toward Germany.

That is why I first determine who is responsible for which service and how many contracts actually exist. Only then can access restrictions, technical outages, and changes to the service offering be assigned to the correct contractual relationship.