Clubmatch Ltd: End User Terms and Conditions
1. About Us
1.1 We are Clubmatch Limited, a company registered in England and Wales, with registered office at 153 Greensand View, Woburn Sands, Milton Keynes, England, MK17 8GS (“Clubmatch”). We operate the website www.clubmatch.co.uk (the “Website”) and the Clubmatch mobile application (the “App”) (together, the “Services”).
1.2 The “Platform” means the software platform known as 'Clubmatch'—currently available via www.clubmatch.co.uk or via the Apple App Store or Google Play Store.
1.3 If you have any questions or would like to get in touch with us, please email us at info@clubmatch.co.uk. You can also write to us at our registered office address mentioned above.
2. Use of Platform
2.1 By using the Platform, you confirm that you accept these Terms and you agree to follow the rules set out in these Terms. If you do not agree to these Terms, you may not use Clubmatch’s Platform.
2.2 You do not need to pay to join our Platform; your tennis club has already taken care of this.
3. Changes to Platform
3.1 We may amend these Terms from time to time, so please check them occasionally. For example, we may change them to reflect changes in relevant laws and regulations.
3.2 Clubmatch may also update and change the Platform from time to time to reflect users’ needs and/or its business priorities. Similarly, Clubmatch may, at its sole discretion, discontinue or modify any features of the Platform.
3.3 Clubmatch will notify you of any significant changes to these Terms or to the Platform. If you do not agree to such changes, you should stop using the Platform.
4. Availability of Platform
4.1 Clubmatch cannot guarantee that the Platform, or any content on it, will always be available or uninterrupted.
4.2 Clubmatch may suspend or restrict availability of all or any part of the Platform for business or operational reasons. Any support provided to you is for information purposes only.
4.3 Clubmatch is not responsible for websites it links to via the Platform and it has no control over the contents of those sites or resources. Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only and you acknowledge that you access any such third-party websites at your own risk.
4.4 Under no circumstances will Clubmatch be liable in any way for (i) errors or omissions in any data or information provided by you or your club to us in connection with your use of the Services (“Customer Data”), or (ii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Data.
4.5 Clubmatch does not guarantee that the Platform will be secure or free from bugs or viruses.
5. Platform Account Access
5.1 Before you start using the Platform, we will need you to complete registration and/or activate your account (“Account”). By creating an Account you confirm that: (i) you are at least 18 years old; and (ii) any information you provide to register for an Account is accurate.
5.2 Your Account cannot be shared or used by more than one individual at the same time. You are not permitted to register or operate more than one Account at any time.
5.3 Clubmatch reserves the right to decline or cancel an Account registration at any time. Clubmatch reserves the right to, at any time, prevent you from using the Platform, any Account and/or the Services, including where necessary terminating or suspending your Account and/or terminating these Terms, if it reasonably suspects that you are in breach of these Terms and/or any applicable laws.
5.4 Although your tennis club pays for you to use the Platform, please be aware that if you purchase any other products, such as avatars and/or additional subscriptions/purchases via the Apple App Store or Google Play Store (the “Additional Purchases”), such purchases are made at your own discretion and are subject to the terms of the respective app stores. Furthermore, if your tennis club’s subscription to the Platform expires or is terminated, you will remain responsible for any Additional Purchases, and Clubmatch shall not be liable for, nor issue refunds for, any such purchases.
6. Acceptable Use
6.1 You are not permitted to use the Platform for any immoral,illegal, abusive, threatening, discriminatory or harmful purposes, or in anyway that harms (or may potentially harm) the reputation of Clubmatch.
6.2 You are not permitted to use the Platform to cause harm,annoyance, inconvenience or needless anxiety to any person.
6.3 You are not permitted to use obscene or vulgar language whenusing the Platform. Clubmatch reserves the right to remove any usernames thatit deems offensive. You are not permitted to post on the Platform any links tothird-party websites containing any content that would not be permitted to beposted directly on the Platform by you under these Terms.
6.4 You must not misuse the Platform in a way that may impair theperformance, corrupt the content or otherwise reduce the overall functionalityof the Platform (including using the Platform for unauthorisedmass-communications, such as "spam communications" or "junkmail"), or by knowingly introducing viruses, trojans, worms, logic bombsor other material that is malicious or technologically harmful.
6.5 You must not attempt to gain unauthorised access to thePlatform, the server on which the Platform is stored, or any server, computeror database connected to the Platform.
6.6 You must not attack the Platform via a denial-of-serviceattack or a distributed denial-of-service attack. By breaching this provision,you would commit a criminal offence. Clubmatch will report any such breach tothe relevant law enforcement authorities and Clubmatch will co-operate withthose authorities by disclosing your identity to them. In the event of such abreach, your right to use the Platform will cease immediately.
6.7 In using the Platform, you agree:
(i) to provide and maintain correct and up-to-date information about yourself when you use the Platform, including in respect of your Account;
(ii) not to use the Platform for commercial purposes (including any form of commercial advertising), or to commercially exploit or otherwise make the Platform available to any third party;
(iii) not to access all or any part of the Platform in order to build a product or service which competes with the Platform;
(iv) not to attempt to copy, modify, translate, adapt, create derivative works of, display, transmit or distribute all or any part of the Platform;
(v) not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
(vi) not to use, display, mirror or frame the Platform, or any individual element within the Platform, or use Clubmatch’s name, any Clubmatch trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Clubmatch’s express written consent;
(vii) not to use any robot, spider, other automatic device or manual process to monitor, download, copy or keep a database copy of the content made available through the Platform;
(viii) not to register, anywhere in the world, any intellectual property rights belonging to Clubmatch.
7. Advertising
7.1 You acknowledge and agree that Clubmatch may display advertising content (“Advertising”) within the Platform. This Advertising may be targeted based on information collected from you, such as your age, gender, location, and interests.
7.2 Clubmatch processes personal data for the purposes of delivering targeted Advertising in compliance with Data Protection Laws. By using the Platform, you consent to the collection and use of your personal data for Advertising purposes as described in our Privacy Policy.
7.3 You may opt out of targeted Advertising by adjusting your preferences within the Platform settings or by contacting us at info@clubmatch.co.uk. Please note that even if you opt out of targeted Advertising, you may still see non-targeted ads.
8. Intellectual Property Rights
8.1 Clubmatch is the owner or the licensee of all intellectual property rights in the Services and/or material on the Platform (excluding any Customer Data contained in the Services). Clubmatch owns all intellectual property rights in any data or materials created by or on behalf of Clubmatch under or in connection with these Terms. All such rights are reserved.
8.2 Subject to compliance with these Terms, Clubmatch grants to you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform for your personal, non-commercial use.
8.3 All intellectual property rights in information you provide to Clubmatch shall remain owned by you or the relevant third-party owner. By agreeing to these Terms, you grant Clubmatch a royalty-free, worldwide, transferable, non-exclusive, perpetual, irrevocable and sub-licensable licence to (i) de-identify, use, copy or otherwise utilise the information (including Customer Data); and/or (ii) use, copy or otherwise utilize any feedback or content you send to Clubmatch; each to the extent necessary or desirable to perform or provide the Services and/or to improve Clubmatch’s products and the Services. Any intellectual property rights in data, analysis and improvements derived from Clubmatch’s use of information you provide shall be owned by Clubmatch.
9. Limitation of Liability
9.1 Subject to clause 9.3, Clubmatch shall not be liable to you for any special, indirect, incidental or consequential damages.
9.2 As the Services are provided to you free of charge, Clubmatch’s total aggregate liability in respect of the Services (howsoever arising under or in connection with these Terms) shall be limited to £1,000.
9.3 Nothing in these Terms shall limit Clubmatch’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) to the extent liability cannot be excluded or limited under any applicable law.
9.4 Clubmatch shall not be liable for any losses, or any failure or delay in the performance of any obligations under these Terms, due to any actions beyond its reasonable control.
10. Privacy and Data Protection
10.1 Clubmatch will only use your personal data as set out in its Privacy Policy, which is available via Privacy Policy – Clubmatch.
10.2 By using the Platform, you consent to the collection, use, and processing of your personal data in accordance with our Privacy Policy.
11. Other Important Information
11.1 Transfer of Rights: Clubmatch may at any time transfer its rights or obligations under these Terms to a third party upon a written notification or a general notice on its website and/or the Platform. You may only transfer your rights or obligations under the Terms to another person if Clubmatch agrees to this in writing.
11.2 Severability: Each of the sections and paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining sections and paragraphs will remain in full force and effect.
11.3 Variation: No variation of these Terms is effective unless in writing and signed by Clubmatch and yourself.
11.4 Waiver: If you breach these Terms and Clubmatch takes no action, or if Clubmatch delays in taking action, that does not mean that Clubmatch has waived its rights and shall be entitled to exercise its rights and remedies. If Clubmatch does waive a breach by you, Clubmatch will only do so in writing (signed by one of Clubmatch’s Directors), and that shall not mean that Clubmatch will automatically waive any later breach made by you.
11.5 Complaints: Clubmatch operates a complaints handling procedure that will be used to try to resolve disputes when they first arise. You should contact Clubmatch at info@clubmatch.co.uk if you have any complaints or comments in relation to the Services.
11.6 Third-Party Rights: The Terms are between Clubmatch and you. No other person shall have any rights to enforce any of its terms.
11.7 Entire Agreement: These Terms constitute the entire agreement between you and Clubmatch and they supersede any and all earlier agreements between you and Clubmatch.
11.8 Governing Law and Jurisdiction: These Terms are governed by English law and either party can bring legal proceedings in respect of the Terms in the English courts.
Clubmatch Ltd: Terms and Conditions of Supply
1. Definitions and Interpretation
1.1 Definitions:
“Agreement” means the agreement between the Customer and Clubmatch for the supply of the Services on the terms set out in these Conditions.
“Advertising” means the display of promotional content within the Clubmatch Platform, which may be targeted based on End User Data, including but not limited to age, gender, location, and interests.
“Billing Period(s)” means each month, quarter, six-month period, year or other period (as set out on the relevant Order Form and/or Order Confirmation) commencing on the Launch Date (and/or the Renewal Date, as the case may be) in respect of which Clubmatch issues invoices for Charges under this Agreement.
“Business Day” means a day other than a Saturday, Sunday or public holiday in the UK, when banks in London are open for business.
“Charges” means the Subscription Charges and/or any other fees payable by the Customer for the supply of the Services by Clubmatch, as set out on the relevant Order Form and/or Order Confirmation.
“Clubmatch” means Clubmatch Limited, a company incorporated in England and Wales with registered company number 14598477 whose registered office address is at 153 Greensand View, Woburn Sands, Milton Keynes, England, MK17 8GS.
“Clubmatch IPR” means all Clubmatch pre-existing Intellectual Property Rights. This includes (i) any Intellectual Property Rights subsisting in the Clubmatch Platform; (ii) any statistical and/or aggregated data generated by the Clubmatch Platform as a result of the End User’s use of the Clubmatch Platform; and (iii) any Clubmatch materials or other documentation (excluding any Customer Materials incorporated in them (if any)).
“Clubmatch Logo” means any logo supplied by Clubmatch to the Customer to be displayed on any promotional, advertising or other external material produced by the Customer in accordance with clause 6.1.6 of this Agreement.
“Clubmatch Platform” means the www.Clubmatch.co.uk website, the Clubmatch mobile application, and any other website, sub-domain and/or mobile application used by Clubmatch from time to time to deliver the Services to the Customer and/or the End Users.
“Commencement Date” means the date when the Order is accepted by Clubmatch, which shall be the date when Clubmatch issues a written or electronic confirmation of its acceptance of the Order (“Order Confirmation”), at which point the Agreement shall come into existence.
“Conditions” means these terms and conditions.
“Customer” means the organisation procuring the Services from Clubmatch and named as such on an Order Form.
“Customer Logo” means the logo supplied by the Customer to Clubmatch in connection with the Services (if any).
“Customer Materials” means all materials, documentation, images and data, including, but not limited to, any Customer Logo, supplied by the Customer to Clubmatch in connection with this Agreement (if any).
“Data Protection Laws” means all applicable data protection or privacy laws, including the General Data Protection Regulation 2016/679 (“GDPR”), the retained EU law version of the GDPR (the “UK GDPR”), the UK Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 as amended. Terms like “personal data”, “data processor”, and “processing” shall have the meanings ascribed to them within the UK GDPR.
“End User(s)” means the Customer’s members, who are designated by the Customer to use and access the Clubmatch Platform.
“End User Data” means any data relating to the End Users provided by the Customer to Clubmatch under, or in connection with, this Agreement.
“End User Licence” means the individual End User account on the Clubmatch Platform, associated with an individual user email account, and which is subject to the End User Terms of Service.
“End User Terms of Service” means the terms and conditions for use of the Platform by End Users, as published on the Clubmatch Platform, including any policies applicable to the use of the Clubmatch Platform.
“Extended Term” has the meaning as defined in clause 4.
“First Payment Amount” means the total amount of Charges payable for the first Billing Period following any FOC Period, as such amount may be set out on the Order Form and/or Order Confirmation.
“First Payment Date” means the date when the First Payment Amount shall become payable, as specified on the Order Form and/or Order Confirmation. If no FOC Period applies, the First Payment Date shall be the Launch Date (or the Renewal Date, as applicable) whether or not the Launch has occurred. If an FOC applies, the First Payment Date shall be the date six (6) months from the expiry of the FOC Period.
“FOC Period” means any period where the Services are agreed to be provided on a free of charge basis, as specified on the Order Form and/or Order Confirmation.
“Initial Term” means the period specified as such on the Order Form and/or Order Confirmation. Unless agreed otherwise on the Order Form and/or Order Confirmation, the minimum Initial Term shall be twelve (12) months, exclusive of any FOC Period.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Launch Date” means the date specified as such on the Order Form and/or Order Confirmation, or as otherwise agreed between the parties in writing, when the Clubmatch Platform becomes available for access and use by the End Users.
“Minimum Licences Commitment” means any minimum number of End User Licences specified on the Order Form and/or Order Confirmation in respect of the Services.
“Order” means the Customer’s request for the provision of the Services by Clubmatch, made by: (i) accepting these Conditions online and completing a direct debit mandate; or (ii) submitting to Clubmatch an Order Form signed by an authorised representative of the Customer.
“Order Form” means a form setting out the details of the Services requested by the Customer and certain other terms of the Agreement. In relation to a Renewed Agreement, “Order Form” shall refer to a request from the Customer to enter into a Renewed Agreement and/or to continue to receive the Services.
“Renewal Date” means the date specified on the Order Form (if applicable), or, if no such date is specified, the Commencement Date of the Renewal Agreement.
“Renewal Agreement” means an agreement between Clubmatch and the Customer to extend an existing fixed-term agreement or to renew a previously expired or terminated agreement between the parties for the provision of the Services, on the terms and subject to these Conditions (if applicable).
“Second Payment Amount” means the total amount of Charges payable for the second Billing Period, as such amount may be set out on the Order Form and/or Order Confirmation.
“Second Payment Date” means the date when the Second Payment Amount shall become payable, as specified on the Order Form and/or Order Confirmation.
“Services” means the provision of the Services specified on the relevant Order Form and/or Order Confirmation and provided by Clubmatch pursuant to this Agreement.
“Subscription Charges” means the Charges payable in respect of the End User Licences.
1.2 Interpretation:
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 A reference to writing or written includes email.
1.2.4 If there is any inconsistency or conflict between any of the provisions of these Conditions, any Order Form and/or any Order Confirmation, the following order of priority shall apply: (i) these Conditions; (ii) the Order Confirmation; and (iii) the Order Form.
2. Acceptance of Agreement
By accepting this Agreement, the Customer agrees to the terms of this Agreement. Any individual accepting this Agreement on behalf of a company or other legal entity represents that they have the authority to bind such entity to these Conditions and acknowledges that Clubmatch has relied on this representation.
3. Basis of Agreement
3.1 These Conditions apply to the Agreement between the Customer and Clubmatch to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 Any quotation for the Services given by Clubmatch shall not constitute an offer. A quotation shall only be valid for a period of 14 Business Days from its date of issue, unless Clubmatch agrees otherwise in writing.
3.3 Submission of an Order constitutes an offer by the Customer to receive the Services from Clubmatch in accordance with these Conditions. The Customer is responsible for ensuring that the terms of each Order are complete and accurate.
3.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with this Agreement.
4. Term
This Agreement shall continue from the Commencement Date until (unless terminated earlier in accordance with its terms) the end of the Initial Term and thereafter for successive terms of 12 months (each an “Extended Term”). For the avoidance of doubt, this Agreement shall be in force and binding on the parties from the Commencement Date, even though the start of the Initial Term may be after the Commencement Date.
5. Supply of Services
5.1 The Customer may, from time to time, procure any of the Services by submitting an Order in writing. Following receipt of an Order, Clubmatch shall, as soon as reasonably practicable, either (i) issue an Order Confirmation; or (ii) inform the Customer that it is unable to accept the Order.
5.2 Without prejudice to clause 5.3, Clubmatch shall supply to the Customer the Services specified in an Order Confirmation from the date specified in the relevant Order Confirmation.
5.3 The Clubmatch Platform shall become available to the End Users from the Launch Date.
5.4 Clubmatch shall:
5.4.1 provide the Services in accordance with this Agreement in all material respects;
5.4.2 perform the Services with reasonable care and skill; and
5.4.3 comply with all applicable laws, statutes, regulations and codes from time to time in force (“Applicable Laws”). If there is any change to any Applicable Laws and such change affects Clubmatch’s ability to comply with the terms of the Agreement in a material respect, Clubmatch and the Customer shall negotiate in good faith appropriate changes to the affected provisions of the Agreement to the extent necessary to ensure that Clubmatch’s performance of its obligations under the Agreement is in accordance with such Applicable Laws.
5.5 The Customer acknowledges that the Clubmatch Platform is provided via the internet and as a result Clubmatch cannot and does not guarantee that the Clubmatch Platform, or any content on it, will always be available or uninterrupted. Clubmatch may temporarily suspend, withdraw or restrict the availability of all or any part of the Clubmatch Platform, to the extent necessary for operational reasons. Clubmatch shall use reasonable endeavours to minimise the effects of any such suspension, withdrawal or restriction and to notify the Customer and the End Users accordingly.
5.6 Clubmatch shall have the right to make any changes to the Services and/or the Platform from time to time which are necessary (i) to address its customers’ or the End Users’ needs; (ii) to comply with any Applicable Laws; and/or (iii) to address its business needs and priorities. Clubmatch shall notify the Customer reasonably in advance of any such changes.
6. Customer's Obligations
6.1 The Customer shall:
6.1.1 co-operate with Clubmatch in all matters relating to this Agreement;
6.1.2 comply with all Applicable Laws in connection with this Agreement;
6.1.3 provide to Clubmatch, in a timely manner, the End User Data and the Customer Materials required for the provision of the Services, in the format reasonably required by Clubmatch;
6.1.4 provide any information as Clubmatch may reasonably require, and ensure that such information is up-to-date, complete and accurate in all material respects;
6.1.5 notify Clubmatch as soon as reasonably practicable of any material changes in: (i) the End User Data relevant to the provision of the Services; and/or (ii) the number of active End Users; and/or (iii) the anticipated volumes of End Users;
6.1.6 not use, produce or publish any promotional, advertising or other external material featuring information about the Services (or otherwise referring to Clubmatch or using the Clubmatch Logo) without the prior written approval of Clubmatch;
6.1.7 provide Clubmatch with access to the Customer’s membership management system (“MMS”) at administrator level for the full duration of each and every Order. The Customer agrees to turn off access to the booking portal of its legacy MMS on the date agreed between the parties.
6.1.8 prior to the Launch Date, provide Clubmatch with details of both the Customer’s primary technical and financial contacts; and
6.1.9 make Clubmatch aware, without undue delay, of any changes to the Customer’s committee or any Customer contacts listed as key contacts under or in connection with this Agreement and/or any Order.
6.2 The Customer acknowledges and agrees that it shall not re-sell access to the Clubmatch Platform to any End Users and/or other third parties without the prior written consent of Clubmatch. In the event that Clubmatch consents to such resell, the Customer shall comply with any reasonable instructions and restrictions imposed by Clubmatch in relation to such.
6.3 The Customer acknowledges and agrees that:
6.3.1 the End User Terms of Service shall govern the relationship between Clubmatch and the End Users;
6.3.2 in the event of a material breach and/or persistent breaches of the End User Terms of Service by the End Users, Clubmatch shall have the right, at its sole discretion, to suspend access to the Clubmatch Platform for any such End Users or suspend the provision of the Services under this Agreement.
6.4 In the event that Clubmatch's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Clubmatch shall:
6.4.1 not be liable for any costs, charges or losses sustained or incurred by the Customer and/or End Users that arise directly or indirectly from such prevention or delay;
6.4.2 be entitled to payment of the Charges despite any such prevention or delay; and
6.4.3 be entitled to recover any additional costs, charges or losses Clubmatch sustains or incurs that arise directly or indirectly from such prevention or delay.
7. Advertising
7.1 The Customer acknowledges and agrees that Clubmatch may display Advertising within the Clubmatch Platform to End Users, which may be targeted based on End User Data, including but not limited to age, gender, location, and interests.
7.2 Clubmatch shall process End User Data for the purposes of targeted Advertising in compliance with Data Protection Laws and shall ensure that appropriate notices are provided to End Users and any necessary consents are obtained, including via the End User Terms of Service and Privacy Policy.
7.3 The Customer acknowledges that upon activation of an End User Licence by an End User, Clubmatch will be a data controller in relation to any personal data of such End User and will independently determine the purposes and manner of processing such data, including for targeted Advertising.
7.4 The Customer agrees not to interfere with or prevent the display of Advertising within the Clubmatch Platform to End Users.
8. Intellectual Property
8.1 Clubmatch and/or its licensors shall retain ownership of all Clubmatch IPR. The Customer shall not acquire any rights, title, or interest in the Clubmatch Platform or any other Clubmatch Intellectual Property Rights, except for the limited rights expressly granted under this Agreement.
8.2 Clubmatch grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable licence for the duration of the applicable subscription to:
(i) use the Clubmatch Logo on any promotional or marketing material approved by Clubmatch in accordance with clause 6.1.6; and
(ii) use the Clubmatch Platform strictly in accordance with the Customer’s rights under this Agreement.
8.3 The Customer and/or its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants Clubmatch a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and non-materially modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to the Customer in accordance with this Agreement.
9. Charges and Payment
9.1 In consideration of the provision of the Services, the Customer shall pay Clubmatch the Charges in accordance with this clause 9.
9.2 The First Payment Amount shall be payable on the First Payment Date and shall include Subscription Charges for the first Billing Period following the Commencement Date (or in the event of a Renewed Agreement, following the Renewal Date), whether or not the Launch Date has occurred. Charges in respect of the subsequent Billing Periods shall be payable on the first day of any such Billing Period following the Launch Date or Renewal Date, as applicable.
9.3 The Second Payment Amount shall be payable on the Second Payment Date and shall include Subscription Charges to cover the current subscription levels, with such payment acting as a levelling up payment.
9.4 Clubmatch shall submit invoices for the Charges (plus any applicable tax) to the Customer by email, to an email address provided by the Customer to Clubmatch prior to the Launch Date.
9.5 Each invoice shall include the total Charges payable for the relevant Billing Period, and the number of End User Licences in respect of which the Subscription Charges are being rendered.
9.6 Subscription Charges shall be based on the number of End User Licences at the end of the preceding Billing Period, and in the case of the first Billing Period, they will be based on the Minimum Licences Commitment.
9.7 If the Customer fails to make any payment due to Clubmatch under this Agreement by the due date for payment, or in the event that a Customer removes their direct debit mandate, then, without limiting Clubmatch's remedies under clause 12 (Termination):
9.7.1 the Customer shall pay interest on the overdue amount at the rate determined under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
9.7.2 Clubmatch may suspend the availability of the Clubmatch Platform or reduce the Services until payment has been made in full. In the event of suspension or reduction under this clause 9.7.2, Clubmatch reserves the right to notify the End Users of such suspension or reduction.
9.8 All amounts due under this Agreement shall be paid by the Customer to Clubmatch in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.9 Clubmatch shall be entitled to increase the Subscription Charges at the end of the first Billing Period. In the event of such increase, Clubmatch shall give the Customer at least three (3) months’ written notice. Any increase in Subscription Charges made under this clause 9.9 shall be paid by the Customer on the Second Payment Date.
10. Data Protection
10.1 Clubmatch and the Customer each acknowledge that the End User Data provided by the Customer to Clubmatch will include personal data.
10.2 Clubmatch acknowledges that during the period between the transfer of End User Data to Clubmatch by the Customer and the activation and acceptance of the End User Licence by the relevant End User, Clubmatch shall process such End User Data as a data processor on behalf of the Customer in accordance with clause 10.7 and shall only use such End User Data for the purpose of creation and activation of the End User accounts for the End Users. Clubmatch may also share End User Data with officially recognized tennis governing bodies such as the LTA (Lawn Tennis Association) for the purposes of promoting tennis participation and development.
Data Retention: Clubmatch will retain End User Data for a period of three (3) years after the termination of the Agreement or deletion of the End User account, unless a longer retention period is required or permitted by applicable law.
10.3 Without prejudice to the generality of clause 10.5, the Customer warrants and represents that the Customer will at all times have all necessary appropriate consents (or other lawful grounds, as determined in accordance with the Data Protection Laws) in place to enable lawful transfer of the End User Data to Clubmatch for the purposes of the provision of the Services under this Agreement.
10.4 The Customer acknowledges that upon activation of an End User Licence by an End User, an independent contractual relationship will arise between Clubmatch and each End User, and that Clubmatch will be a data controller in relation to any personal data of each such End User, as Clubmatch will independently determine the purposes for which and the manner in which Clubmatch will process such personal data, including, but not limited to, the processing for the purpose of targeted Advertising and Clubmatch’s compliance with its contractual obligations to any such End User.
10.5 Each party shall at all times comply with the Data Protection Laws specific to their jurisdiction in relation to personal data of End Users.
10.6 If one party receives any complaint, notice or communication that relates directly or indirectly to the processing of personal data or to either party’s compliance with the Data Protection Laws (as it relates to the personal data of the End Users), it shall immediately notify the other party and provide full details and copies of any communication. Each party shall use reasonable endeavours to work with the other party to remedy the situation.
10.7 To the extent Clubmatch processes personal data of End Users as a data processor on behalf of the Customer, Clubmatch shall:
10.7.1 process such personal data only to the extent necessary for the performance of the Services under this Agreement and/or on the written instructions of the Customer, unless Clubmatch is required by the laws of any member of the European Union or by the laws of the European Union applicable to Clubmatch to process such personal data for other reasons (Applicable Data Processing Laws). Where Clubmatch is relying on the Applicable Data Processing Laws as the basis for processing of such personal data, Clubmatch shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit Clubmatch from so notifying the Customer;
10.7.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
10.7.3 ensure that all personnel who have access to and/or process such personal data are obliged to keep the personal data confidential;
10.7.4 not appoint any third party sub-processors of such personal data without prior consent from the Customer (which shall not be unreasonably withheld or delayed) and provided that Clubmatch will enter with each such third-party processor into a written agreement on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this clause 10.7 or otherwise compliant with the Data Protection Laws. The Customer consents to Clubmatch appointing the third party suppliers notified to the Customer in writing prior to the Commencement Date as third party sub-processors of personal data processed by Clubmatch as data processor on behalf of the Customer;
10.7.5 assist the Customer in responding to any request from an End User to exercise his/her data subject rights and in ensuring compliance with the Customer’s obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
10.7.6 notify the Customer without undue delay on becoming aware of a personal data breach (as defined in the Data Protection Laws);
10.7.7 at the written direction of the Customer, delete or return such personal data and copies thereof to the Customer on termination of the Agreement, unless required by any Applicable Laws to store the personal data; and
10.7.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 10.7 and allow for audits (not more than once in any 12 months period) by the Customer or the Customer’s designated auditor. Any such audits shall be carried out during Clubmatch’s normal business hours and only upon reasonable prior notice in writing.
Third-Party Data Sharing: Beyond the sharing described in this Section 10, Clubmatch will not share End User Data with any other third parties without obtaining explicit consent from the End User.
11. Limitation of Liability
11.1 Nothing in this Agreement shall limit or exclude either party's liability: (i) for death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (ii) for fraud or fraudulent misrepresentation; and (iii) any other liability which cannot be limited or excluded by Applicable Laws.
11.2 Subject to clause 11.1, neither party to this Agreement shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for (i) any indirect, consequential or special losses arising under or in connection with this Agreement; or (ii) any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated savings, loss of future business, or loss of, damage to or corruption to data (including End User Data), whether such losses are direct or indirect.
11.3 Subject to clause 11.1, Clubmatch’s total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to an amount equal to the Charges paid by the Customer under this Agreement in the one-year period preceding any such claim.
12. Termination
12.1 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
12.1.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.3 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
12.2 Without limiting its other rights or remedies, Clubmatch may suspend provision of the Services under this Agreement if the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.3, or if Clubmatch reasonably believes that the Customer is about to become subject to any of them. For the avoidance of doubt, suspension of the provision of the Services (for any reason) by Clubmatch shall not affect the Customer’s liability to pay the Charges in accordance with this Agreement.
12.3 Without affecting any other right or remedy available to it, Clubmatch may terminate the Agreement and/or any Order made under it with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
12.4 Either party may terminate this Agreement and/or any Order made under it by giving the other party not less than six (6) months’ written notice of such termination.
12.5 Any notice of termination of this Agreement by the Customer must be delivered to Clubmatch by email on [insert email address for termination notices] or any alternative email address designated by Clubmatch for this purpose from time to time and must be given by an authorised signatory of the Customer.
12.6 On termination of this Agreement and/or any Order for whatever reason:
12.6.1 Unless terminated by Clubmatch under clause 12.4, all Charges in respect of the Initial Term or the then current Extended Term (as applicable) shall become immediately due and payable and shall be calculated based on the number of End User Licences on the date of termination of this Agreement, but shall be not less than the Minimum Licences Commitment;
12.6.2 the Customer shall immediately pay to Clubmatch all of Clubmatch's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Clubmatch may submit an invoice, which shall be payable immediately on receipt;
12.6.3 no refunds shall be due to the Customer for any Charges paid to Clubmatch and/or any other sums paid by the Customer to Clubmatch;
12.6.4 any licences granted under this Agreement shall cease automatically;
12.6.5 The Customer acknowledges that Clubmatch shall not be liable for, and shall not issue refunds in respect of, any in-app purchases made by the End User, including purchases of avatars and/or other subscriptions/products. This clause 12.6.5 shall also apply to Clubmatch’s liability on expiry of this Agreement and/or any Order;
12.6.6 termination of the Agreement shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination; and
12.6.7 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13. General
13.1 Force Majeure. Other than in respect of Charges payable by the Customer under this Agreement, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2 Assignment and Other Dealings.
13.2.1 Clubmatch may subcontract, assign, transfer, novate, grant any trust over, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Customer.
13.2.2 The Customer may not assign, transfer, novate, grant any trust over, or otherwise deal with its rights and obligations under this Agreement, in part or in full, without the prior written consent of Clubmatch, such consent not to be unreasonably withheld or delayed.
13.3 Confidentiality.
13.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers (or any other information which could reasonably be considered confidential by its nature) of the other party or of any member of the group to which the other party belongs, except as permitted by clause 13.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
13.3.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information are bound by obligations of confidentiality substantially similar to those in this clause 13.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.
13.3.4 Subject to clauses 13.3.5 and 13.3.6, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
13.3.5 The parties agree that each party can make a public reference to the fact that the Customer is using the Clubmatch Platform, provided any such reference shall be made in such a way as not to bring (or have the potential to bring) the other party into disrepute or damage that party’s reputation.
13.3.6 Clubmatch may use the Customer as a case study for future customers of Clubmatch and/or refer to the Customer in its publicity and/or advertising material to attract new customers. The Customer grants Clubmatch a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use the Customer Logo in accordance with this clause 13.3.6 for the term of this Agreement.
13.4 Entire Agreement.
13.4.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.5 Variation.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
13.7 No Partnership or Agency.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
13.8 Severance.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
13.9 Notices.
13.9.1 Without prejudice to clause 12.5, any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
13.9.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.9.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by or email, one Business Day after transmission.
13.9.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.10 Third Party Rights.
No End User or other person, other than a party to this Agreement, shall have any right to enforce any of its terms.
13.11 Governing Law.
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales.
13.12 Jurisdiction.
Each party irrevocably agrees that the courts of London, England, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
13.13 Algorithm.
The algorithm and competency level calculations employed within the Platform are designed as a gamification functionality and do not correspond to the LTA World Tennis Number or World Ranking Number. These levels are determined based on gameplay within each individual Customer club and may vary between clubs, reflecting the differing abilities of participants within each club. Consequently, competency levels are specific to the club's internal metrics and should not be compared with external ranking systems.