Club Subscription Agreement

This Club Subscription Agreement ("Agreement") is between SPLT Club [Ltd], a company registered in Scotland under number [Company Number], whose registered office is at [Registered Address] ("Provider"), and the organisation identified during sign-up or in an Order Form ("Club"). The individual accepting it warrants that they are authorised to bind the Club. It is read together with the Data Processing Agreement.

1. Definitions

"Athlete" means an individual invited to the Platform by the Club. "Authorised User" means a Club employee, volunteer or contractor given access by the Club. "Club Data" means Club Records and other data, including personal data, that the Club or its Authorised Users submit to the Platform. It does not include Athlete Profiles. "DPA" means the Data Processing Agreement between the parties. "Documentation" means the Provider's then-current user guides and help centre. "Order Form" means the online checkout or a signed order form setting out the plan, fees and Subscription Term. "Platform" means the SPLT Club software-as-a-service platform. "Subscription Term" means the period stated in the Order Form, together with any renewals. "Athlete Profile" means an Athlete's SPLT Club account and the training, health and device data that the Athlete, their Guardian, the Club's Authorised Users or the Athlete's connected devices add to it, including injuries and availability that Authorised Users record, which the Provider controls. "Club Records" means notes, attendance, selection and other records that the Club or its Authorised Users create about Athletes, other than the injuries and availability that form part of the Athlete Profile.

2. Subscription

2.1 Subject to this Agreement and payment of the Fees, the Provider grants the Club a non-exclusive, non-transferable right during the Subscription Term to allow Authorised Users and Athletes to use the Platform for the Club's internal sporting and administrative purposes.

2.2 Usage is limited to the number of Athletes, Authorised Users and features in the Club's plan. If usage exceeds the plan, the Provider may invoice the difference at its then-current rates, pro rata for the rest of the Subscription Term.

2.3 The Club may not sublicense, resell or make the Platform available to any third party other than its Authorised Users and Athletes.

3. Fees and payment

3.1 The Club will pay the fees in the Order Form ("Fees"), [monthly/annually] in advance, by the payment method on file, or within [30] days of invoice where invoicing is agreed.

3.2 Fees exclude VAT, sales tax and similar taxes, which the Club will pay, other than taxes on the Provider's income.

3.3 Fees are non-cancellable and non-refundable except as expressly stated in this Agreement.

3.4 The Provider may increase Fees at renewal by giving at least [60] days' written notice.

3.5 Overdue amounts carry interest at [4]% a year above the Bank of England base rate, or the maximum lawful rate if lower. If any amount is more than [14] days overdue after a reminder, the Provider may suspend access under clause 17.

4. Club responsibilities

4.1 Controller duties. The Club is the controller of its Club Records, and of its own use of the Athlete Profiles that Athletes share with it. The Provider is the controller of Athlete Profiles. The Club is responsible for: having a lawful basis for its processing; providing Athletes and Guardians with a privacy notice that describes its use of the Platform; using the Platform's consent flows before recording any health data; and responding to data subject requests about Club Records and its use of shared Athlete Profiles, with the Provider's help under the DPA.

4.2 Invitations. The Club will invite only individuals with whom it has a genuine relationship, enter accurate dates of birth, provide correct guardian contact details for Athletes under 16, and provide them for Athletes aged 16 or 17 where the Club holds them.

4.3 Authorised Users. The Club will grant access on a need-to-know basis, assign the correct role (particularly for medical data), require multi-factor authentication for any role that can view health data, and remove access promptly when an Authorised User leaves.

4.4 Safeguarding. The Club remains solely responsible for its safeguarding obligations, including vetting staff and volunteers (such as DBS or equivalent checks), appointing a welfare officer and following its governing body's safeguarding rules.

4.5 Medical responsibility. Clinical and return-to-play decisions are made by the Club's qualified practitioners, who remain responsible for their professional record-keeping obligations.

4.6 Accuracy and lawfulness. The Club is responsible for the accuracy, quality and lawfulness of Club Data, and for the means by which it was acquired.

4.7 Access to Athlete Profiles. The Club may access an Athlete Profile only as permitted by that Athlete's sharing consent and Part B of the DPA. Access ends immediately if the Athlete stops sharing. When an Athlete leaves or is removed, or this Agreement ends, the Club keeps read-only access for 60 days to data shared before that date, after which access is removed. The Club must not copy or export Athlete Profile data outside the Platform, except where necessary for its duty of care to the Athlete. Club Records about an Athlete stay with the Club, are never shared with another club, and are deleted 60 days after the Athlete leaves the Club, stops sharing with it or deletes their account, unless the Club must keep them by law (clause 11.4 of the DPA).

5. Acceptable use

The Club will not, and will ensure Authorised Users do not: (a) use the Platform in breach of law or third-party rights; (b) upload malicious code; (c) attempt to gain unauthorised access to the Platform or other customers' data; (d) reverse engineer, copy or create derivative works of the Platform, except as permitted by law; (e) use the Platform to build a competing product; or (f) carry out penetration or load testing without the Provider's prior written consent.

6. Provider obligations

6.1 The Provider will provide the Platform materially in accordance with the Documentation, with reasonable skill and care, and in accordance with good industry practice.

6.2 The Provider will use reasonable efforts to meet the aims in Schedule 1. They are aims, not guarantees, and no service credits apply.

6.3 The Provider may update the Platform. It will not materially reduce the core functionality of the Club's plan during the Subscription Term.

7. Support

The Provider will provide support by email during UK business hours, on a best-efforts basis, with the response aims in Schedule 1.

8. Data protection

8.1 Each party will comply with applicable data protection laws, including UK GDPR, the Data Protection Act 2018, EU GDPR, applicable US state privacy and consumer health data laws, PIPEDA and Quebec Law 25.

8.2 The DPA forms part of this Agreement and governs the Provider's processing of personal data in Club Data. If this Agreement and the DPA conflict on data protection matters, the DPA prevails.

9. Security

9.1 The Provider will maintain the technical and organisational security measures described in the DPA, appropriate to health data and data about children.

9.2 On request, and no more than once a year, the Provider will give the Club a summary of its current security measures.

10. Intellectual property

10.1 The Provider and its licensors own all rights in the Platform, the Documentation, and any improvements, including those based on feedback. Nothing in this Agreement transfers those rights to the Club.

10.2 The Club owns Club Data. It grants the Provider a non-exclusive licence to host, process and display Club Data as necessary to provide the Platform and as permitted by the DPA. Athlete Profiles are controlled by the Provider and made available to the Club under clause 4.7.

10.3 The Provider may create and use aggregated, de-identified data that does not identify the Club or any individual, to operate and improve its services and for benchmarking.

11. Confidentiality

11.1 Each party will keep the other's Confidential Information confidential, use it only to perform this Agreement, and disclose it only to its personnel and advisers who need to know it and are bound by equivalent confidentiality obligations.

11.2 This does not apply to information that is or becomes public through no breach, was already lawfully known to the recipient, is independently developed, or must be disclosed by law, in which case the recipient will give notice where lawful.

11.3 These obligations survive for [5] years after termination, and indefinitely for trade secrets and personal data.

12. Warranties and disclaimers

12.1 Each party warrants that it has full power and authority to enter into this Agreement.

12.2 The Provider warrants that the Platform will perform materially in accordance with the Documentation. If it does not, the Club's exclusive remedy is for the Provider to use reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, for either party to terminate the affected service and for the Club to receive a refund of prepaid Fees for the remaining period.

12.3 Not a medical device. The Platform is a training and athlete-management tool. It is not intended to diagnose, treat, cure or prevent any disease or injury, and is not a substitute for professional clinical judgement. The Club will not market or use it as a medical device.

12.4 Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Indemnities

13.1 By the Provider. The Provider will defend the Club against any third-party claim that the Platform, as provided, infringes that third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement. This does not apply to claims caused by Club Data, combinations with items not supplied by the Provider, or modifications not made by the Provider. If such a claim arises, the Provider may procure a licence, modify the Platform, or terminate and refund prepaid Fees for the remaining period.

13.2 By the Club. The Club will defend the Provider against any third-party claim, including by a regulator or data subject, arising from Club Data that was collected or entered without a lawful basis or required consent, or from a breach of clause 4 or 5, and will pay any resulting damages, fines (where lawfully indemnifiable) and reasonable costs.

13.3 The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

14. Limitation of liability

14.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded by law.

14.2 Neither party is liable for any loss of profits, revenue, goodwill or anticipated savings, or for any indirect or consequential loss, however arising.

14.3 Subject to clauses 14.1 and 14.4, each party's total aggregate liability arising out of or in connection with this Agreement in any contract year is limited to the Fees paid and payable in that contract year.

14.4 Subject to clause 14.1, each party's total aggregate liability for breach of clause 8, the DPA or clause 11 in respect of personal data is limited to [the greater of £[X] and three times the Fees paid and payable in that contract year] (the "Data Protection Cap"). Liability under clause 13 is uncapped [or: limited to the Data Protection Cap].

14.5 The Data Protection Cap is the Provider's total liability for all data protection claims, including those arising from acts or omissions of its sub-processors, and is separate from the cap in clause 14.3.

Insurance. The Provider will maintain professional indemnity and cyber liability insurance of at least [£X] each, and will provide evidence of cover on request.

15. Term and renewal

15.1 This Agreement starts on acceptance and continues until all Subscription Terms have expired or been terminated.

15.2 Each Subscription Term renews automatically for the same period unless either party gives notice of non-renewal at least [30] days before the end of the current term. The Provider will remind the Club at least [30] days before an annual renewal.

16. Termination

16.1 Either party may terminate this Agreement by written notice if the other party: (a) commits a material breach that is not remedied within [30] days of written notice; or (b) becomes insolvent, enters administration or liquidation, or ceases to carry on business.

16.2 The Club may terminate for convenience at the end of any monthly Subscription Term. Annual Subscription Terms may be terminated for convenience only at renewal.

16.3 Effect of termination. On termination: (a) all rights granted to the Club end, except read-only access for 60 days to Club Data and to Athlete Profile data shared before termination; (b) the Club will pay all Fees due up to the termination date; (c) the Club may export Club Data at any time within 60 days; and (d) at the end of that 60-day period, the Provider will delete Club Data from its live systems in accordance with the DPA. If the Club terminates under clause 16.1, the Provider will refund prepaid Fees for the remaining period.

16.4 Clauses 3 (for amounts due), 10, 11, 13, 14, 16.3, 21 and 22 survive termination.

17. Suspension

The Provider may suspend access to all or part of the Platform, with prior notice where practicable, if: (a) Fees are more than [14] days overdue after a reminder; (b) the Club's use poses a security risk or threatens the Platform or other customers; or (c) suspension is required by law. The Provider will limit the suspension to what is reasonably necessary and restore access promptly once the cause is resolved.

18. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, pandemics, government action or failures of public utilities, provided it notifies the other party and uses reasonable efforts to mitigate the effect. Payment obligations are not excused. If the event continues for more than [60] days, either party may terminate on written notice.

19. Compliance

Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and with applicable sanctions and export control laws. The Provider complies with the Modern Slavery Act 2015 to the extent it applies.

20. Publicity

The Provider may name the Club as a customer and use its logo in customer lists, unless the Club opts out in writing. Any other publicity requires the Club's prior written consent.

21. Changes to this Agreement

The Provider may update this Agreement by giving at least [30] days' notice. Changes take effect at the start of the Club's next Subscription Term, unless they are required by law, in which case they take effect on the date stated. Changes to a negotiated Order Form require both parties' written agreement.

22. General

22.1 Entire agreement. This Agreement, the DPA and any Order Form are the entire agreement between the parties on their subject matter and supersede all prior discussions. Neither party has relied on any statement not set out in them.

22.2 Order of precedence. If documents conflict: the DPA (on data protection matters), then the Order Form, then this Agreement, then the Documentation.

22.3 Assignment. Neither party may assign this Agreement without the other's consent, which will not be unreasonably withheld. Either party may assign it without consent to a successor in a merger, acquisition or sale of substantially all of its assets, on written notice.

22.4 Subcontracting. The Provider may use subcontractors and sub-processors, as permitted by the DPA, and remains responsible for them.

22.5 Notices. Notices must be in writing and sent by email to the addresses recorded in the account (for the Provider, [Legal Email]). Notices of breach or termination must also be sent by recorded post to the registered office.

22.6 Independent contractors. Nothing creates a partnership, joint venture or agency between the parties.

22.7 Third-party rights. No one other than the parties may enforce any term of this Agreement, and no third-party right is created under the Contract (Third Party Rights) (Scotland) Act 2017.

22.8 Severability and waiver. If any provision is held invalid, the rest remains in force. A failure or delay in exercising a right is not a waiver.

22.9 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of it, including non-contractual disputes, are governed by the law of Scotland. The Scottish courts have exclusive jurisdiction. [Option for North American clubs: the laws of [State/Province], with courts in [location], set in the Order Form.]

Schedule 1: Service aims

These are aims the Provider works to on a best-efforts basis. They are not guarantees, and no service credits or other remedies attach to them.

Availability. The Provider aims to keep the Platform available at all times, apart from planned maintenance (notified in advance where practicable), emergency security maintenance, force majeure, and issues caused by the Club or by third-party services the Club connects.

Support response aims. Support is by email during UK business hours.

Backups and recovery. Daily encrypted backups kept for [35] days, with a recovery point aim of [24] hours and a recovery time aim of [8] hours.