These Terms of Use govern your access to Sailing Club Software Ltd ’s (“Our”/ “We”/ “Us”) Services and Web Sites on the internet. “You” or Your” means the organisation and/ or person who registers and obtains access to Our Services.

Your agreement to these Terms of Use forms Your contract with Us for The Service known as SailEvent, hereinafter referred to as “The Service”.  A complete definition of The Service exists within the operational user documentation. 

We grant You access to The Service subject to these Terms of Use and Your acceptance thereof (the “Agreement”). “The Service” is a collective designation for all services (whether provided free of charge or against payment) to which you obtain access via Our Web Sites. “Your Service” means an individual service providing, among other things, storage space and processing for electronic information, and communications services provided to You by Us.

Subscriptions

Some of our Services are billed on a subscription basis, in which case the Service will only be activated for you upon payment of a subscription (“Your Subscription”).

If you terminate Your Subscription you will continue to have access to The Service for the remainder of the prevailing subscription period up until the renewal date whereupon access will cease unless you choose to pay the subscription fee to reactivate Your Subscription.

Your Undertakings

You represent and warrant that you have the authority to enter into this Agreement, to use The Service, and to perform any and all acts as may be necessary under these Terms of Use, on behalf of the entity in whose name You register on Our Web Site.

You shall be responsible for the activities conducted through use of The Service and shall ensure compliance with national laws in conjunction therewith.

You shall ensure that the log-in name and password provided by You in conjunction with registration on Our Web Site are stored in a secure manner and cannot be accessed and thereby used by third parties. You shall be liable for any unauthorised use of The Service.

The Service includes the ability to view and record the GPS position data for competitors in competitions run by You, where those competitors have chosen to have their position recorded.   You warrant that you understand that the position data recorded by The Service cannot guarantee that the position of a competitor is known at any time and cannot ensure the safety of any competition.

Use of The Service

You shall not reproduce; trade or resell The Service, or engage in any conduct that may disrupt the provision of The Service.

Data Protection

Use of The Service is governed by Our Data Protection Statement which is incorporated into these Terms of Use by this reference.

Both parties shall comply with all applicable requirements of relevant data protection legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under relevant data protection legislation.

You warrant that You have fully complied with your obligations in respect of any personal data collected by You and supplied to Us, and You indemnify and hold Us harmless in respect of any costs and expenses (including professional fees) incurred by Us as a result of or arising out of any failure by You to comply with such obligations.

Where You are operating in the EU, or controlling personal data about EU citizens, You warrant that You have fully complied with Your obligations in respect of the EU GDPR.

We recognise that UK is in the process of leaving EU.  These Terms of Use assume that similar regulations are to be put in place after leaving and until updated the term EU GDPR shall be taken to mean also such similar regulations.

Where the EU GDPR applies, the parties acknowledge that You are the Data Controller and We are the Data Processor (where Data Controller and Data Processor have the meanings as defined in the EU GDPR).

Where EU GDPR applies, We shall not transfer any of Your data outside of the European Economic Area unless in response to a specific request from You (normally You downloading or viewing Your data via The Service from a location outside EEA), or where Our data backup service uses servers outside EEA in which case We shall use only data backup services declaring compliance with the relevant requirements of EU GDPR.  Your agreement to these Terms of Use is your general written authorisation for Us to use third party data storage and back-up services, subject to those services declaring compliance with the relevant requirements of EU GDPR.

Where You are not operating in the EU nor controlling personal data about EU citizens, You warrant that You have fully complied with Your obligations in respect to all relevant data protection legislation.

We shall process data provided by You only as specified by Your settings and controls described in The Service documentation, except where We are required to process Your data by relevant law, in which case We shall promptly notify You unless the law prohibits us from so notifying.

We warrant that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Your data and against accidental loss or destruction of or damage to Your data, and that all personnel who have access to Your data are obliged to keep Your data confidential.

As an integral part of The Service: You may view or download Your data without any need to contact Us; You may rectify any errors in Your data without any need to contact Us; You may delete Your data without any need to contact Us; You may stop Us processing Your data at any time by deleting Your data.

In the event that You delete any or all of Your data, We warrant that such data shall be securely erased from Our servers and operational back-ups within a period of six weeks.

Intellectual Property Rights

Intellectual Property Rights are defined as the rights in 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, moral 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. We shall hold title to all Intellectual Property Rights. Such Intellectual Property Rights may only be used by You in the manner stated in this Agreement. Under no circumstances shall You or a third party acquire any Intellectual Property Rights to The Service or to software or to any business mark belonging to or used by Us.

Storage of Information

All data supplied by You will be stored by Us in an appropriately secure way until Your Service is closed and operational back-ups are deleted.  Your agreement to these Terms of Use is your written agreement to Us using third party data storage and back-up services, subject to those services declaring compliance with the relevant requirements of EU GDPR where this applies.

Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.

Force Majeure, Liability and Limitation of Liability

We shall not be liable should Your access to The Service be prevented or rendered materially more onerous due to circumstances beyond our control and which could not have been reasonably foreseen. Such force majeure events include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, or governmental action.

We make no warranty or representation that The Service will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure. We make no guarantee of any specific results from the use of The Service.

In the event third-party claims are brought against Us and/or You as a result of Your use of The Service You shall hold us harmless in respect of such claims.

We shall not be liable to You in the event of distortion or loss of data or other defects or deficiencies in provided services that are due to The Service. Errors must be notified by You in accordance with our instructions as issued from time to time.

Our liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of Our breach of these Terms of Use shall be limited to the value of Your Subscription prevailing at the relevant time. We accept no liability for any other loss although nothing in these Terms of Use excludes or restricts Our liability for death or personal injury resulting from any negligence or fraud on Our part.

Modifications and Amendments

In order to facilitate further development We reserve the right to effect modifications to the design, operational method, technical specifications, systems, and other functions of The Service.

We reserve the right to change these Terms of Use at any time. If We make changes the new effective date will be shown at the top of this page. We encourage You to refer to this page on an on-going basis so that You understand our current Terms of Use.

We reserve the right to change subscription fees from time to time and any such changes may affect Your Subscription rates.

Term and Termination

The Terms of Use shall enter into force upon your acceptance of them at registration on Our Web Site and shall remain in force until such time that Your Service is closed.

We shall be entitled to close Your Service if you do not pay Your Subscription (paid for versions only) or where you use The Service in a manner:

• that entails the perpetration of a crime; or
• that occasions losses or the risk of loss for us or another party; or
• that violates these Terms of Use; or
• whereby You utilise resources or seek unauthorised access to The Service in ways which are not intended for You; or
• that seeks to avoid payment of your Subscription by temporarily changing subscription levels.

 

General

In the event that We fail to exercise any right or remedy contained in these Terms of Use, this shall not be construed as a waiver of that right or remedy.

You may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of their use of The Service and/or Your Subscription without Our prior written consent.

By subscribing You give us permission to publish that Your organisation is using The Service.

Whilst every effort has been made to ensure that these Terms of Use adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms of Use and shall not affect the validity and enforceability of the remaining terms and conditions.

These Terms of Use embody and set forth the entire agreement and understanding between the parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither you nor we shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms of Use, save for any representation made fraudulently.

All notices/communications shall be sent to and by Us either by post or email. You should post to Our premises at 8 Bracklesham Road, Hayling Island, PO11 9SJ, UK, or email to info@sailingclubsoftware.com.

Governing Law and Disputes

These Terms of Use and the ensuing relationship between Us and You shall be governed by and construed in accordance with the laws of England and Wales.

Any dispute between Us and You relating to these Terms of Use and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.