Terms of Service

Terms of Service for Individuals

1

General

1.1

Pitch Hero Limited (company number 06361033) (“We”, “Us”, “Our”, “Pitchero” except where it is clear from the context that references to “we”, “us” or “our” means both of us) offer a variety of services and products, including:

1.1.1

(A) Our service which provides a website creation service and social network platform (“Pitchero”);

1.1.2

(B) Our service that enables you to track performance analysis from training and match play (“PitcheroGPS”); and

1.1.3

(C) Our GPS tracker products (“Player Trackers”) and associated accessories, such as base layers/vests and charging cases (“Accessories”) We supply to you as part of the PitcheroGPS service.

1.2

In this document when we refer to:

1.2.1

(A) The “Service” we mean the Pitchero service and/or Pitchero GPS service you have purchased from us; and

1.2.2

(B) The “Products” we mean the Player Trackers and/or Accessories you have purchased from us.

1.3

This document (together with the documents referred to in it) tells you the terms of service and supply (“Terms”) which apply when you order Services and (where applicable) purchase any Products from us using Our websites at www.pitchero.com, www.pitcherogps.com or any other website of Ours on which these Terms are posted (“Websites”) or Our mobile applications.

1.4

The Terms apply whether you are a guest or a registered user. By using Our Website, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using the Website.

1.5

By ordering Services and (where applicable) Products from Us, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from ordering Services and Products from Us. Each of these Terms apply to the supply of our Services except where it is specified they only apply to the Pitchero service or the PitcheroGPS service (along with associated Products).

1.6

We reserve the right to update and change the Terms from time to time without notice or acceptance by you.

2

Description of service

2.1

“Account Holder” means the individual that registers for an account to use the relevant Service

2.2

The Pitchero service is web-based and allows Account Holders to create and update an online profile on the Website. Once registered with the Service, each Account Holder receives his or her own profile on which to post Content (as defined in clause 17.1).

2.3

The PitcheroGPS service is also web-based and allows Account Holders to record and track all major volume and intensity metrics using our Player Trackers and to view and analyse collected performance data on the Website and (where We make the ability to do so available to you) Our mobile applications.

2.4

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to these Terms.

2.5

In order to use the Service, you must arrange for access to the Internet and provide all equipment necessary to make such connection. Our Service may include certain communications from Us, such as service announcements, administrative messages and, in the case of the Pitchero service, the Pitchero newsletter, which is considered part of Pitchero service membership, although you will be able to opt out of receiving them. You agree not to access the Service by any means other than through the interfaces that are provided by Pitchero for use in accessing the Service.

3

Registration

3.1

Users under 14 years of age may access the Services but cannot be an Account Holder or create a Pitchero ID and/or Pitchero GPS ID.

3.2

In order to use the Service, you must have a valid Pitchero ID or PitcheroGPS ID (as applicable to the relevant Service). To be an Account Holder, you must provide Pitchero with a valid email address and other information (“Registration Data”). As an Account Holder, you will choose a password and, in the case of the Pitchero service, account designation for your website during the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account.

3.3

You agree to immediately notify Us in writing of any unauthorised use of your password or account or any other breach of security and you must ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this clause 3.3

3.4

You agree to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form, and you must maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any part thereof).

4

Charges and payment

This clause 4 will only apply if We are supplying Pitchero services to you.

4.1

Some of our packages are only available if you pay for them. The charges for the different packages are shown on the Website you ordered the Pitchero services from and are inclusive of VAT.

4.2

You can pay for a package online by credit card or by setting up a monthly direct debit. You can also pay by cheque or electronic bank transfer although these methods will incur a £30 administration charge. If you want to pay by bank transfer our bank details are available upon request. Cheques should be made payable to Pitch Hero Ltd and posted to Pitchero, Sterling House, Capitol Park East, Tingley, Leeds, West Yorkshire WF3 1DR for the attention of Pitchero Support Team.

4.3

All payments (except cheques) are processed via 3rd party payment providers and we will not have access to your card and/or bank details at any time.

4.4

The charges will be payable in advance and you can choose whether to pay monthly or annually. If you pay online by credit card or direct debit we will automatically take payment each month/year (as applicable) and will continue to do so until you advise us otherwise.

4.5

You can give us notice to cancel a package at any time via your website control panel. You can also send us a cancellation request via email to support@pitchero.com, or in writing to our postal address. Please include your contact details in case We have an issue with processing your request.

4.6

All cancellation requests are subject to a 7 day notice period. For cancellations via post, the notice period is effective from the date that We receive your request.

4.7

If we accidentally take payment after you have given us notice that you no longer wish to pay for a package we will refund you in full. We may also issue you with a refund if any of the package features are not available, but only if the unavailability is due to our act or omission.

4.8

If we are unable to collect payment for any reason or you fail to pay the charges, we may suspend the features of the relevant package until we receive payment in full and in cleared funds.

4.9

You may upgrade or downgrade packages at any time by selecting the package you want on the Website. If you upgrade to a higher package, the higher package will be available to you as soon as you have paid the relevant charges. If you downgrade to a lower value package, you will be charged the lower amount when your next scheduled payment is due. For the avoidance of doubt, you will not be issued a refund if you downgrade or cancel part way through a month (if paying monthly) or year (if paying annually).

4.10

We reserve the right to change the charges at any time by giving you not less than 30 days’ notice.

5

Cancellation and termination

This clause 5 will only apply if We are supplying Pitchero services to you.

5.1

If you cancel the Service, your cancellation will take effect immediately. After cancellation, you will no longer have access to your profile and all information contained therein may be deleted. We accept no liability for such deleted information or content.

5.2

We may, in our sole discretion, terminate your password, and/or account, and remove and discard any Content within the Service (including, but not limited to your website if you are an Account Holder), for any reason, including and without limitation, the lack of use, or if We believe that you have violated or acted inconsistently the Terms. Any contracts, verbal or written, in conjunction with your deleted website, will, at Our discretion, be terminated as well. We may also, in our sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice.

5.3

You agree that any termination of your access to the Service under these Terms may be effected without prior notice, and you acknowledge that We may immediately deactivate or delete your website and all related information and files. We reserve the right to bar any further access to such files or the Service. We will not be liable to you or any third-party for any termination of your access to the Service.

6

Orders for PitcheroGPS services and Products

This clause 6 will only apply if We are supplying PitcheroGPS services and/or Products to you.

6.1

Each order for Pitchero GPS services and/or Products issued by you (whether placed through any of Our mobile applications, Websites or via phone with Our customer support team) (“Order”) shall be an offer to purchase the PitcheroGPS services and/or Products subject to these Terms and our pricing in force at the time you issue the order to us.

6.2

Your Order is an offer to Us to supply PitcheroGPS services and/or Products which We may accept or reject at Our discretion. When you place your Order, We will usually acknowledge it by email or other means. This acknowledgement does not, however, mean that your Order has been accepted. An Order shall not be accepted, and no binding obligation to supply any PitcheroGPS services and/or Products shall arise, until the earlier of: (a) our written acceptance of the Order; or (b) our commencement of the performance of PitcheroGPS services and/or supply of the Products or notification to you that they are ready to be performed or supplied (as the case may be).

6.3

We sell and deliver Products to end-user customers only, and We reserve the right to refuse or cancel your Order if we suspect you are purchasing Products for resale.

7

When the PitcheroGPS services begin and how long they last

This clause 7 will only apply if We are supplying PitcheroGPS services and/or Products to you.

7.1

Our agreement for the supply of the PitcheroGPS services starts on the date we accept your offer to enter into an agreement with Us (as provided in clause 6.2) and will, unless one of us ends it (in a way that these Terms allow), carry on for an initial term of 12 months (the “Initial Term”) and, (subject to you paying our then current charges to renew the PitcheroGPS service in advance for the relevant forthcoming year thereafter, shall automatically continue thereafter for further consecutive periods of 12 months (each, an Additional Term). Collectively the Initial Term and each Additional Term shall be referred to as the “Term”.

8

Product delivery

This clause 8 will only apply if We are supplying Products to you.

8.1

Subject to you paying for the PitcheroGPS services and Products in the manner provided by these Terms, we will deliver the Products to you at the address specified in Your Order.

8.2

The actual delivery of your Order can be affected by many events beyond our control, and you agree we are not liable for late deliveries.

8.3

Risk in the Products will pass to you on delivery. Title and ownership of the Products will remain with Us until you have paid us all outstanding amounts for the PitcheroGPS services and Products ordered by You.

9

Your acknowledgements and agreements

This clause 9 will only apply if We are supplying PitcheroGPS services and/or Products to you.

9.1

You may only connect to the PitcheroGPS service using: (a) our Player Tracker; (b) our mobile applications and software; and (iii) Our Websites (collectively “Authorised Connections”). You may not connect to the PitcheroGPS service with any GPS tracker device that; (a) is not manufactured, distributed, or sold by Us (such as a counterfeit version of a Player Tracker); (b) otherwise intends to resemble or purports to be a Player Tracker; or (c) any unauthorised application or third-party connection. Any breach or attempted breach of this provision may result in the immediate termination of your ability to access the PitcheroGPS service.

9.2

Full use of the PitcheroGPS service is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of that equipment may influence the performance of the PitcheroGPS service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

9.3

We are not responsible for any health problems that may result from training programs or analysis you learn about through the use of the PitcheroGPS service. If you engage in any exercise program, you agree that you do so at your own risk and are voluntarily participating in these activities.

9.4

You acknowledge and agree prolonged contact with wearable devices may contribute to skin irritation or allergies in some users. You should stop using the Player Tracker if it causes you prolonged skin irritation.

10

PitcheroGPS services and Product charges and payment

This clause 10 will only apply if We are supplying PitcheroGPS services and/or Products to you.

10.1

Our charges for the PitcheroGPS services and Products shall be as set out in the Order.

10.2

Where it applies, you will pay Us VAT (at the prevailing rate when the payment is due to be made by you) on the sums payable under our agreement. To avoid doubt, We may vary our charges at any time to take account of any change in VAT and all other taxes during the Term. Our charges for the Products are also exclusive of delivery which shall be charged in addition.

10.3

You need to pay for:

10.3.1

(A) Your first year’s subscription to the PitcheroGPS services and the Products set out in your initial Order at the time you place your Order;

10.3.2

(B) any subsequent year’s subscription to the PitcheroGPS services yearly in advance on or before the anniversary of your initial Order at our charges in force as at the date we accept your Order to renew; and

10.3.3

(C) any additional Products ordered by you during the Term at the time you place your Order at our charges in force as at the date we accept your Order for those Products.

11

Our mobile applications

This clause 11 will only apply if we are supplying PitcheroGPS services to you.

11.1

To use or access Our mobile applications as part of the PitcheroGPS services, you will need a compatible device. We cannot guarantee Our mobile applications will be compatible with, or available on, your device.

11.2

We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use Our mobile applications made available by Us to you, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in Our mobile applications, such code is covered by the applicable open source or third-party license end-user licence agreement, if any, authorising use of such code.

11.3

We may provide updates for Our mobile applications as and when We see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of Our mobile applications may not properly operate if you do not install all Updates. You acknowledge and agree that the Service may not work properly if you do not allow such Updates.

11.4

If you download Our mobile applications from a third-party app store (the “App Provider”), you acknowledge and agree that:

11.4.1

(A) the Terms are an agreement between us, and not with the App Provider. As between Us and the App Provider, We are solely responsible for Our mobile applications;

11.4.2

(B) the App Provider has no obligation to provide any maintenance and support services with respect to Our mobile applications;

11.4.3

(C) the App Provider is not responsible for addressing any claims you have relating to Our mobile applications or your possession and use of Our mobile applications;

11.4.4

(D) if a third party claims Our mobile applications infringe another party’s intellectual property rights, as between the App Provider and Us, We will be responsible for the investigation, defence, settlement and discharge of any such claim to the extent required by these Terms;

11.4.5

(E) the App Provider and its subsidiaries are third-party beneficiaries of these Terms as it relates to your licence to Our mobile applications. Upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your licence of Our mobile applications against you as a third-party beneficiary thereof; and

11.4.6

(F) you must also comply with all applicable third-party terms of service when using Our mobile applications.

12

Returns Policy

This clause 12 will only apply if We are supplying Products to you.

12.1

If you want to return your purchase of a Product for any reason, you are entitled to a full refund of the price you paid for the Product (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by Us) if you meet the conditions set out below. To qualify for a refund, you must meet all the following conditions:

12.1.1

(A) request a return authorisation from Us within 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the Products;

12.1.2

(B) return the Product in the original packaging, in the same condition as it was delivered to you; and

12.1.3

(C) include Our return authorisation number with your return, along with a completed returns explanation note.

12.2

If you want to return your purchase of a Product for any reason, you are entitled to a full refund of the price you paid for the Product (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by Us) if you meet the conditions set out below. To qualify for a refund, you must meet all the following conditions:

12.3

If your return fails to meet any of the above conditions, we may, acting reasonably in our discretion, refuse to accept it.

12.4

If your return relates to your initial Order for PitcheroGPS Services and Products, you must return all Products subject to that initial Order (unless there is a defect with any Product, in which case you can return only the defective Products to us in accordance with clause 13). We will then refund the full price you paid for that initial Order and terminate your access to the PitcheroGPS service.

13

Product Warranty

This clause 13 will only apply if We are supplying Products to you.

13.1

We warrant to you, the original purchaser of the Products, that your Products shall be free from defects in materials and workmanship under normal use for a period of one year from the date of purchase (the “Warranty Period”).

13.2

If such a defect arises and a return request is received by Us within the applicable Warranty Period, We will, at Our option and to the extent permitted by law, either repair or replace the Product or the defective components of the Product at no charge. Any replacement Product or component will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for any additional period of time that may be required by applicable law.

13.3

To obtain warranty repair or replacement, you must contact Us to request a return authorisation. When we provide the return authorisation you must then deliver the Product, in either its original packaging or packaging providing an equal degree of protection, to the address specified by Us. We may require you to furnish proof of purchase details and/or comply with other requirements before receiving the warranty repair or replacement.

13.4

Our Product warranty applies only to the original purchaser of the Product. Our Product warranty does not apply to any (a) Product or part of a Product that has been serviced, altered, refurbished or modified by anyone who is not authorised by Us, nor does it apply to any cosmetic damage such as scratches and dents; (b) Products that are, or We reasonably believe to be, stolen; or (c) consumables, such as charging cables. In addition, our Product warranty does not apply to damage or defects caused by (a) use with non-Pitchero products; (b) accident, abuse, misuse, mishandling, flood, fire or other external causes; (c) normal wear and tear or ageing of the Product; or (d) operating the Product (i) outside the permitted or intended uses described by Us, (ii) not in accordance with the users instructions provided by Us, or (iii) with improper voltage or power supply.

13.5

It is your responsibility to transfer any data stored or preserved on the Player Tracker to our mobile application provided as part of the PitcheroGPS service. It is likely that such data on the Player Tracker will be lost or reformatted during Our warranty service, and We will not be responsible for any such loss.

14

Inaccuracies and typos on Our Websites and Services

14.1

Occasionally there may be information on Our Websites or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, delivery charges, delivery times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any Website is inaccurate at any time without prior notice (including after you have submitted any order)

15

Data and privacy

15.1

For the purposes of this clause 15, “Data Protection Legislation” means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time) (the “GDPR”), the Data Protection Act 2018, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

15.2

We process your personal data to enable you to make use of the various Products and Services We offer and ensure the security of your account. We may also use your data for marketing purposes and/or marketing and commercial use by third parties.

15.3

For a more detailed explanation of how your personal data is used, including disclosure to third parties, how We maintain security of your data and your rights in relation to the data We hold about you, please see our privacy policy.

15.4

When you upload or we receive any videos, photos or data onto Our Website and/or mobile applications, you agree to grant us a licence in accordance with clause 20.2 and We shall be free to use such videos/photos/data as We see fit. Where this happens, We will become data controller in respect of the videos/photos/data. Where you upload videos, photos or data of third parties, you will be asked to confirm you have their consent to do so.

15.5

Where We act as data controller, We shall:

15.5.1

process personal data in accordance Our privacy policy and with the Data Protection Legislation; and

15.5.2

implement appropriate physical, technical and organisational measures designed to secure personal data against accidental loss and unauthorised access, use, alteration or disclosure.

15.6

Where We act as data controller, you shall:

15.6.1

ensure that adequate privacy notices have been provided to data subjects (as defined by Data Protection Legislation) (including your members and players) so they understand the circumstances in which their personal data will be shared with Us, and the purposes of the data sharing;

15.6.2

ensure that appropriate consent has been obtained from the data subject where required to allow their personal data to be used by Us and shared with third parties as set out in Our privacy policy; and

15.6.3

notify Us of: (a) any changes in, or revocation of, consent by a data subject to use or disclose personal data as collected and provided by you; and (b) any restrictions on the use of personal data to which you have agreed in accordance with the data subjects, in each case, to the extent that such limitations, changes or restrictions may affect Our uses or disclosures of personal data

15.7

The parties shall not act as joint controllers for the purposes of Article 26 in the General Data Protection Regulation (EU) 2016/679 (“GDPR”) in relation to any processing of personal data under these Terms.

15.8

Where We act as data processor, We will process personal data in accordance with these Terms and as further set out in the data processing instructions appended to these Terms as Schedule 1 or as otherwise agreed between the parties in writing (“Instructions”). You will ensure that all Instructions that you provide to Us in respect of personal data shall at all times be in accordance with Data Protection Legislation. Each party shall comply with the obligations that apply to it under the Data Protection Legislation.

15.9

Where We act as data processor:

15.9.1

Security: We shall implement appropriate physical, technical and organisational measures designed to secure personal data against accidental loss and unauthorised access, use, alteration or disclosure.

15.9.2

Sub-processing and personnel: We shall:

15.9.2.1

have your general authorisation for the engagement of any third party sub-processors (“Sub-Processors”) from time to time. As at the date these Terms were published, we engage the Sub-Processors listed on Our Website at [https://www.pitchero.com/sub-processors] (the “Sub-Processor List”). We shall update the Sub-Processor List whenever We intend to make any changes concerning the addition or replacement of a Sub-Processor or any changes to the processing they will undertake. You shall be responsible for monitoring the Sub-Processor List and any changes made to that Sub-Processor List by Us at all times. If You wish to object (which You shall only do so on reasonable grounds) to the appointment of any Sub-Processor or to any change to any processing undertaken by any Sub-Processor, you will notify Us in writing to support@pitchero.com within 2 days of the relevant change being published by Us on Our Website at [https://www.pitchero.com/sub-processors] (the “Objection Period”). We shall be permitted to engage such new or replacement Sub-Processor(s) following the end of the Objection Period if you do not object prior to the end of the Objection Period in the manner required by this clause;

15.9.2.2

prior to the relevant Sub-Processor carrying out any processing activities in respect of the personal data, appoint each Sub-Processor under a written contract containing materially the same obligations as under these Terms (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by Us and ensure each such Sub-Processor complies with all such obligations;

15.9.2.3

remain fully liable to you under these Terms for all the acts and omissions of each Sub-Processor as if they were Our own; and

15.9.2.4

ensure that all persons authorised by Us or any Sub-Processor to process personal data are subject to a binding written contractual obligation to keep the personal data confidential.

15.9.3

Assistance: We shall:

15.9.3.1

provide reasonable assistance to you in ensuring compliance with your obligations under applicable Data Protection Legislation) taking into account the nature of the processing and the information available to Us with respect to: (a) security of processing; (b) data protection impact assessments; (c) notifications to applicable supervisory authorities regarding high risk processing; and (d) notification to applicable supervisory authorities in response to any personal data breach;

15.9.3.2

taking into account the nature of the processing, assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising the rights of any data subject under applicable Data Protection Legislation) in respect of any personal data.

15.9.4

International Transfers: We shall not process and/or transfer any personal data from one country to any other country unless We have taken such measures as are necessary to ensure that the transfer is in compliance with the Data Protection Legislation. Such measures may include (without limitation) transferring the personal data to a recipient in a country that relevant supervisory authority has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Data Protection Legislation, or to a recipient that has executed standard contractual clauses adopted or approved by the relevant supervisory authority.

15.9.5

Audits and processing: We shall, in accordance with Data Protection Legislation, make available to you such reasonable information that is in Our possession or control as is necessary to demonstrate Our compliance with Our obligations under these Terms and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Legislation equivalent to that Article 28 of the GDPR), and allow for and contribute to audits, including inspections, by you (or another auditor mandated by you) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 15.9.5).

15.9.6

Deletion/return and survival: on the end of the provision of the Service relating to the processing of personal data, at your cost and at your option, We shall either return all of the personal data to you or securely dispose of it (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such personal data. These Terms shall survive termination of the Service.

15.9.7

Liability: you acknowledge that We rely on you for direction as to the extent to which We are entitled to use and process the personal data. Consequently, We will only be liable for any claim brought by a data subject in relation to personal data arising from:

15.9.7.1

Any failure by Us to comply with Our obligations under clause 15.9.1; or

15.9.7.2

Us having acted in violation or contrary to instructions provided by you under these Terms or the relevant regulator.

16

Ownership of website account and security

16.1

You are responsible for maintaining the security of your account and profile, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Website and our mobile applications. You agree to notify Us immediately in writing of any unauthorised use of the account or any other breaches of security. We will not be liable for any loss or damage from your failure to comply with this clause 16. Under no circumstances will We be liable, in any way, for any acts or omissions by an Account Holder or a guest.

17

Content and content rules and obligations

17.1

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials (“Content”) are the sole responsibility of the person from which such Content originated. You are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service. We do not control the Content posted or uploaded via the Service and, as such, do not guarantee the accuracy, integrity or quality of such Content.

17.2

You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will We be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service.

17.3

We do not pre-screen Content, but We and Our designees shall have the right (but not the obligation) in Our sole discretion to refuse, move or delete any Content that is available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any Content created or submitted by Us.

17.4

We may preserve Content and may also disclose Content if required to do so by law or if We believe, in the good faith, that such preservation or disclosure is reasonably necessary to:

17.4.1

comply with legal process;

17.4.2

enforce these Terms;

17.4.3

respond to claims that any Content violates the rights of any third party; or

17.4.4

protect the rights, property, or personal safety of Pitchero, its users and the public.

17.5

You understand that the technical processing and transmission of the Service, including your Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

17.6

Should Content be found or reported to be in violation with, but not limited to, the following terms, it will be in Pitchero’s sole discretion as to what action should be taken.

17.7

You agree that you will not:

17.7.1

upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy (including the disclosing of any address, email, phone number, or any other contact information without the written consent of the person to which such information relates), hateful, or racially, ethnically or otherwise objectionable;

17.7.2

impersonate any person or entity, including, but not limited to, a Pitchero official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

17.7.3

forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

17.7.4

upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)

17.7.5

upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

17.7.6

upload any Content unless you have the right to grant a licence in accordance with clause 20.2;

17.7.7

upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (a) sending mass email to recipients who haven’t requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting your site by posting multiple submissions in public forums that are identical;

17.7.8

upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and

17.7.9

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

18

Viruses, hacking and other offences

18.1

You must not misuse Our Websites or mobile applications by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Websites or mobile applications, the server on which Our Website or mobile applications are stored or any server, computer or database connected to Our Website or mobile application. You must not attack Our Websites via a denial-of-service attack or a distributed denial-of service attack.

18.2

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Our Services will cease immediately.

18.3

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, mobile devices, data or other proprietary material due to your use of Our Websites or mobile applications or to your downloading of any material posted on them, or on any website linked to them.

19

Additional software

19.1

If you elect to download or access any or third party Content or additional software that may be made available by Us in connection with the Service, you understand that you may have to agree to additional terms and conditions before you use such software or third party Content.

19.2

You also agree that the use of any third party software or Content obtained through the Service does not transfer to you any rights, title or interest in or to the software or such Content, and that you will not use any Content made available to you through the software or the Service except as expressly authorised under that third party provider’s terms of service or licence. For greater certainty, by downloading software or Content made available through the Service, you are deemed to agree to the terms of service or licence agreement posted on the Service, the terms of which are incorporated by reference herein for the benefit of such third party providers. If you do not agree to the terms of service or licence agreement, do not download the software or Content.

20

Intellectual property rights

20.1

We are the owner or the licensee of all intellectual property rights in the Services, Our Websites and applications, and in the material published on them and any necessary software used in connection with the Services and Products (“Software”). These works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly authorised by Us or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

20.2

Subject to clause 15.3, We do not claim ownership of the Content you place on your website or otherwise upload to the Services. By submitting Content to Pitchero, you grant Us a world-wide, royalty-free and non-exclusive perpetual licence to reproduce, modify, adapt, distribute, sub-licence and publish the Content.

21

Third parties and advertisers

21.1

The Service may include advertisements, which are necessary for Us to provide the Service. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. We will not be liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

21.2

The Service may provide, or third parties may provide, links to other websites or resources. We have no control over such websites and resources and We are not responsible for the availability of such external sites or resources.

21.3

We do not endorse and are not liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Pitchero shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such website or resource.

22

Indemnity

22.1

You agree to indemnify Us, and Our subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your Content, your use of the Service, your guests activities, your connection to the Service, your violation of these Terms, whether you are a registered user or not. You are solely responsible for your actions when using the Service, including, but not limited to, costs incurred for Internet access.

22.2

Nothing on Our Websites or mobile applications constitute advice, nor does the transmission, downloading or sending of any information or material create any contractual relationship.

23

Resale of service

23.1

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Our express written permission.

24

General practices regarding use and storage

24.1

You acknowledge that Pitchero may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time without notice to you.

25

Disclaimer

25.1

You expressly understand and agree that your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. To fullest extent permitted by applicable law, We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

25.2

We will make reasonable efforts to maintain the Service, however, We are not responsible for any damage, loss of data, customer information or vendor data, revenue, or other harm to business arising out of delays, mis-delivery or non-delivery of information, restriction or loss of access, bugs or other errors, unauthorised use due to your sharing of access to the service, or other interaction with the service. You are responsible for maintaining and backing-up your data and information that may reside on the Service.

25.3

We shall use reasonable endeavours to ensure that our website based Services are available to you in the manner specified in these Terms for 99.9% of the time excluding circumstances where the Service is not available due to scheduled or emergency maintenance.

25.4

We do not warrant that:

25.4.1

the Service will meet your specific requirements;

25.4.2

the Service will be uninterrupted, timely, secure, or error-free;

25.4.3

the results that may be obtained from the use of the Service will be accurate or reliable;

25.4.4

the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations; or

25.4.5

any errors in the Software will be corrected.

25.5

Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download of any such material.

25.6

No advice or information, whether oral or written, obtained through or from the Service shall create any warranty not expressly stated in these Terms.

26

Limitation of liability

26.1

To the extent permitted by law, We, other members of Our group of companies and third parties connected to Us hereby expressly exclude:

26.1.1

all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and

26.1.2

any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Services and (where applicable) Products or in connection with the use, inability to use, or results of the use of the Services and (where applicable) Products, any websites linked to Our Websites and any materials posted on it, including:

26.1.2.1

loss of income or revenue;

26.1.2.2

loss of business;

26.1.2.3

loss of profits or contracts;

26.1.2.4

loss of anticipated savings;

26.1.2.5

loss of data;

26.1.2.6

loss of goodwill; and

26.1.2.7

wasted management or office time, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

26.1.3

This does not affect Our liability for death or personal injury arising from Our negligence, or Our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

27

General

27.1

Failure by Us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

27.2

These Terms constitute the entire agreement between you and Us and govern your use of the Service and (where applicable) supply of Products by Us, superseding any prior agreements.

27.3

If a court says that part of these Terms are not enforceable in law the rest of the Terms shall still be enforceable.

27.4

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to Our Websites, use of Our Services and/or supply of Products by Us although We retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

27.5

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28

Contact us

28.1

If you have any questions, comments or concerns regarding these Terms please contact us at support@pitchero.com or write to us at our registered office address Pitch Hero Limited, Sterling House, Capitol Park East, Tingley, Leeds, West Yorkshire, WF3 1DR.

28.2

Please report any violations of these Terms to support@pitchero.com.

Last updated: June 2021

Terms of Service for Clubs

1

General

1.1

Pitch Hero Limited (company number 06361033) (“We”, “Us”, “Our”, “Pitchero” except where it is clear from the context that references to “we”, “us” or “our” means both of us) offer a variety of services and products, including:

1.2

In this document when we refer to:

1.2.1

(A) Our service which enables you to set up a new site using Our website www.pitchero.com, which provides a website creation service and social network platform (“Pitchero”);

1.2.2

(B) Our service that enables you track individual and team performance analysis from training and match play (“PitcheroGPS”); and

1.2.3

(C) Our player GPS tracker products (“Player Trackers”) and associated accessories, such as base layers/vests and charging cases (“Accessories”) we supply to you as part of the PitcheroGPS service.

1.3

This document (together with the documents referred to in it) tells you the terms of service and supply (“Club Terms”) that apply to any club/league/county entity (“Club”) when you:

1.4

The Club Terms constitute the terms between Pitchero and the Club. Each of these Terms apply to the supply of our Services except where it is specified they only apply to the Pitchero service or the PitcheroGPS service (along with associated Products).

1.5

The individual who orders the Services from Us and creates the Club Account and (where applicable) purchases Products from us on behalf of the Club (“Webmaster” “You”) undertake that You have the necessary authority to enter into the Club Terms on behalf of the Club. Both You and any other person to whom You give administrative access to and/or control of the Club Account (“Officials”) must ensure adherence to the Club Terms on behalf of the Club.

1.6

By ordering Services and (where applicable) Products from Us, You indicate that You accept these Club Terms and that You agree to abide by them. If You do not agree to these terms of supply, please refrain from ordering Services and Products from Us. We reserve the right to update and change the Club Terms from time to time and your continued use of the Services and/or purchase of Products following any change will constitute your acceptance of such changes. The terms are additional to the terms You agreed to when signing up to Our Websites. If there is any conflict between those terms and these Club Terms, these Club Terms shall prevail.

2

Creation of a club account

2.1

To create a Club Account You must have a valid Pitchero ID or PitcheroGPS ID (as applicable to the relevant Service) and be aged 18 or over. As Webmaster You are responsible for the operation and administration of the Club Account.

2.2

You agree to immediately notify Us in writing of any unauthorised use of the Club Account or any other breach of security and You must ensure that You exit from your Club Account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this clause 2.2.

2.3

You agree to provide true, accurate, current and complete information about yourself and the Club (“Registration Data”) as prompted by the Club Account registration form, and You must maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate your individual account and/or the Club Account and refuse any and all current or future use of the Service (or any part thereof).

3

Charges and payment

This clause 3 will only apply if We are supplying Pitchero services to You/the Club.

3.1

Some of our packages are only available if You/the Club pay for them. The charges for the different packages are shown on the Website You ordered the Pitchero services from and are inclusive of VAT.

3.2

You/the Club can pay for a package online by credit card or by setting up a monthly direct debit (preferred method). You can also pay by cheque or electronic bank transfer although these methods will incur a £30 administration charge. If You/the Club want to pay by bank transfer our bank details are available upon request. Cheques should be made payable to Pitch Hero Ltd and posted to Pitchero, Sterling House, Capitol Park East, Tingley, Leeds, West Yorkshire, WF3 1DR for the attention of Pitchero Support Team.

3.3

All payments (except cheques) are processed via 3rd party payment providers and We will not have access to Your card and/or bank details at any time.

3.4

The charges will be payable in advance and You can choose whether to pay monthly or annually. If You pay online by credit card or direct debit We will automatically take payment each month/year (as applicable) and will continue to do so until You advise us otherwise.

3.5

You can give Us notice to cancel a package at any time via your website control panel. You can also send us a cancellation request via email to support@pitchero.com, or in writing to our postal address. Please include your contact details in case We have an issue with processing your request.

3.6

All cancellation requests are subject to a 7 day notice period. For cancellations via post, the notice period is effective from the date that We receive your request.

3.7

If We accidentally take payment after You have given Us notice that You/the Club no longer wish to pay for a package We will refund you in full. We may also issue you with a refund if any of the package features are not available, but only if the unavailability is due to our act or omission.

3.8

You may upgrade or downgrade packages at any time by selecting the package you want on the Website. If You upgrade to a higher package, the higher package will be available to You as soon as You/the Club have paid the relevant charges. If you downgrade to a lower value package, You/the Club will be charged the lower amount when your next scheduled payment is due. For the avoidance of doubt, You/the Club will not be issued a refund if You/the Club downgrade or cancel part way through a month (if paying monthly) or year (if paying annually).

3.9

If We are unable to collect payment for any reason or You/the Club fail to pay the charges, We may suspend the features of the relevant package until we receive payment in full and in cleared funds.

3.10

We reserve the right to change the charges at any time by giving You/the Club not less than 30 days’ notice.

3.11

Some of our packages include the registration of a domain name. If You already have a domain name, You may transfer it into our system.

3.12

We also provide electronic mailboxes and forwarding addresses. Please see the pricing page for the limits per package.

3.13

We will cover the cost of your domain name registration and any mailboxes or forwarding addresses for as long as You continue to pay for your package.

3.14

If You cancel your subscription or fail to pay for your website package, You may experience interruption to your domain name and associated mailbox service.

3.15

All domain names and associated mailboxes are processed via a 3rd party registrar and will be administered by Us. You will continue to own the domain.

3.16

You can transfer the domain name to another registrar/provider. An administration fee of £30 is incurred in order to process the transfer. Please email support@pitchero.com for details of this process.

4

Transaction fees

This clause 4 will only apply if We are supplying Pitchero services to You/the Club.

4.1

Our shop and payments system allows You to collect money from your members.

4.2

Each transaction carries a transaction fee to Us and also to the relevant payment provider. Our standard transaction fee is 2.9%. It is possible to reduce this to 1.9% by subscribing to the Elite package or 0.9% by subscribing to the Ultimate package. The transaction fee is inclusive of VAT. Exports from the shop and payments systems will separate the VAT.

4.3

Current payment provider transaction fees are available via their respective websites. At the time of writing, provider fees for UK clubs are:

4.3.1

GoCardless: 1% + 20p (max: £4)

4.3.2

Stripe: 1.4% + 20p

4.4

Each payment provider may charge VAT on their transaction fees. Please refer to the payment provider for details.

4.5

Clubs outside of the UK should see provider websites for pricing specific to their location: GoCardless (Director debit/SEPA), Stripe (Credit & debit cards).

5

Cancellation and termination

This clause 5 will only apply if We are supplying Pitchero services to You/the Club.

5.1

If You cancel the Club Account, the cancellation will take effect immediately. After cancellation the Club Account will be de-activated and will no longer be accessible by the public, by You or the Club Account members unless You expressly require Us to do so, We will not close the Club Account and will keep this in existence so We can try to find someone who will take over the Club Account. Where You require Us to close the Club Account, You will have the opportunity to copy and paste information and content from the Club Account prior to its closure. When a Club Account is closed all information therein may be deleted and We accept no liability for such deleted information or consent.

5.2

We may, in our sole discretion, terminate and/or suspend the Club Account and remove and discard any content within the Club Account for any reason, including without limitation, if We believe that You have violated or acted inconsistently with the Club Terms.

5.3

You agree that any termination of your access to the Service under these Club Terms may be effected without prior notice and you acknowledge that We may immediately deactivate or delete the Club Account and all related information and files. We reserve the right to bar any further access to such files or the Service. We will not be liable to You or any third-party for any termination of your access to the Service.

6

Orders for PitcheroGPS services and Products

This clause 6 will only apply if We are supplying PitcheroGPS services and/or Products to You/the Club.

6.1

Each order for Pitchero GPS services and/or Products issued by You (whether placed through any of Our mobile applications, Websites or via phone with Our customer support team) (“Order”) shall be an offer to purchase the Pitchero GPS services and/or Products subject to these Club Terms.

6.2

Your Order is an offer to Us to supply PitcheroGPS services and/or Products which We may accept or reject at Our discretion. When You place your Order, We will usually acknowledge it by email or other means. This acknowledgement does not, however, mean that your Order has been accepted. An Order shall not be accepted, and no binding obligation to supply any PitcheroGPS services and/or Products shall arise, until the earlier of: (a) our written acceptance of the Order; or (b) our commencement of the performance of PitcheroGPS services and/or supply of the Products or notification to You that they are ready to be performed or supplied (as the case may be).

6.3

We sell and deliver Products to end-user customers only, and We reserve the right to refuse or cancel your Order if we suspect you are purchasing Products for resale.

6.4

No terms or conditions delivered with or contained in the your purchase conditions, Order or other document will form part of the Club Terms or the agreement between us.

7

When the PitcheroGPS services begin and how long they last

This clause 7 will only apply if We are supplying PitcheroGPS services and/or Products to the Club.

7.1

Unless otherwise agreed with us in writing, our agreement with You for the supply of the PitcheroGPS services starts on the date we accept your offer to enter into an agreement with Us (as provided in clause 6.2) and will, unless one of us ends it sooner (in a way that these Club Terms allow), carry on for a period of two years (the “Initial Term”) whereupon it shall either continue in accordance with the provisions of clause 7.2 or terminate in accordance with the provisions of clause 7.3 (the “Term”).

7.2

On the expiry of the Initial Term, our agreement shall automatically continue for further consecutive periods of one year (each a “Further Term”), unless one of us ends its sooner (in a way that these Club Terms allow).

7.3

Our agreement shall terminate at the end of the Initial Term or at the end of the then Further Term if either of us has given the other party at least 60 days’ written notice to terminate our agreement, such notice to expire upon the end of the Initial Term or the end of the then Further Term (as the case may be).

8

Product delivery

This clause 8 will only apply if we are supplying Products to You/the Club.

8.1

Subject to You paying for the PitcheroGPS services and Products in the manner provided by these Club Terms, we will deliver the Products to You at the address specified in Your Order.

8.2

The actual delivery of your Order can be affected by many events beyond Our control, and You agree We are not liable for late deliveries.

8.3

We are entitled to deliver the Products to You in instalments.

8.4

Risk in the Products will pass to You on delivery. Title and ownership of the Products will remain with Us until You have paid Us in full and cleared funds all outstanding amounts for the PitcheroGPS services and Products ordered by You.

9

Your acknowledgements and agreements

This clause 9 will only apply if We are supplying PitcheroGPS services and/or Products to You/the Club.

9.1

You may only connect to the PitcheroGPS service using: (a) a Player Tracker; (b) our mobile applications and software; and (iii) Our Websites (collectively “Authorised Connections”). You may not connect to the PitcheroGPS service with any GPS tracker device that; (a) is not manufactured, distributed, or sold by Us (such as a counterfeit version of a Player Tracker); (b) otherwise intends to resemble or purports to be a Player Tracker; or (c) any unauthorised application or third-party connection. Any breach or attempted breach of this provision may result in the immediate termination of your ability to access the PitcheroGPS service.

9.2

Full use of the PitcheroGPS service is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of that equipment may influence the performance of the PitcheroGPS service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

9.3

We are not responsible for any health problems that may result from training programs or analysis You learn about through the use of the PitcheroGPS service. If You or any Club member or player engage in any exercise program, You agree that You and each Club member and player do so at your own risk and are voluntarily participating in these activities.

9.4

You acknowledge and agree prolonged contact with wearable devices may contribute to skin irritation or allergies in some users. You should stop using the Player Tracker if it causes You or any Club member or player prolonged skin irritation.

10

PitcheroGPS services and Product charges and payment

This clause 10 will only apply if we are supplying PitcheroGPS services and/or Products to You/the Club.

10.1

Our charges for the PitcheroGPS services and Products shall be as set out in the Order or, if they are not set out in the Order, they will be calculated in accordance with our scale of charges in force from time to time which We will make available to you either through Our websites or other form of communication.

10.2

Our charges for the PitcheroGPS services and Products are exclusive of VAT. Where it applies, You will pay Us VAT (at the prevailing rate when the payment is due to be made by You) on the sums payable under our agreement. To avoid doubt, We may vary our charges at any time to take account of any change in VAT and all other taxes during the Term. Our charges for the Products are also exclusive of delivery which shall be charged in addition.

10.3

Unless We agree something different with You in writing, We will invoice You for:

10.3.1

(A) Your first year’s subscription to the PitcheroGPS services and the Products set out in your initial Order as follows: i) 50% on submission of the Order; and ii) the remaining 50% when We notify You the Products are ready for dispatch;

10.3.2

(B) any subsequent year’s subscription to the Pitchero GPS services yearly in advance on the anniversary of the date We accept your offer to enter into an agreement with Us (as provided in clause 6.2) pursuant to your initial Order; and

10.3.3

(C) any additional Products ordered by You during the Term from time to time when We notify You the Products are ready for dispatch.

10.4

You will pay each of Our invoices upon receipt by bank transfer or such other payment methods We agree with You from time to time. Unless We agree something different with You in writing, You must pay all of Our invoices before We send You any Products pursuant to an Order.

10.5

If You do not pay any of Our charges by the due date, without limiting Our other rights, We may restrict or suspend the PitcheroGPS services and cancel any outstanding orders for Products.

10.6

We will give You at least 90 days’ written notice prior to the expiry of the Initial Term or the then current Further Term (as applicable) of any increase in Our charges for your subscription to the PitcheroGPS services and/or the Products. That increase shall take effect immediately on the commencement of the next Further Term.

11

Our mobile applications

This clause 11 will only apply if we are supplying PitcheroGPS services to You/the Club.

11.1

To use or access Our mobile applications as part of the PitcheroGPS services, You will need a compatible device. We cannot guarantee Our mobile applications will be compatible with, or available on, your device.

11.2

We hereby grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use Our mobile applications made available by Us to You, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in Our mobile applications, such open source code is covered by the applicable open source or third-party license end-user licence agreement, if any, authorising use of such code.

11.3

We may provide updates for Our mobile applications as and when We see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of Our mobile applications may not properly operate if You do not install all Updates. You acknowledge and agree that the Service may not work properly if you do not allow such Updates.

11.4

11.4.1

(A) the Club Terms are an agreement between us, and not with the App Provider. As between Us and the App Provider, We are solely responsible for Our mobile applications;

11.4.2

(B) the App Provider has no obligation to provide any maintenance and support services with respect to Our mobile applications;

11.4.3

(C) the App Provider is not responsible for addressing any claims You have relating to Our mobile applications or your possession and use of Our mobile applications;

11.4.4

(D) if a third party claims Our mobile applications infringe another party’s intellectual property rights, as between the App Provider and Us, We will be responsible for the investigation, defence, settlement and discharge of any such claim to the extent required by these Club Terms;

11.4.5

(E) the App Provider and its subsidiaries are third-party beneficiaries of these Club Terms as it relates to your licence to Our mobile applications. Upon your acceptance of these Club Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Club Terms as related to your licence of Our mobile applications against you as a third-party beneficiary thereof; and

11.4.6

(F) You must also comply with all applicable third-party terms of service when using Our mobile applications.

12

Returns Policy

This clause 12 will only apply if We are supplying Products to You/the Club.

12.1

If You want to return your purchase of a Product for any reason, You are entitled to a full refund of the price you paid for the Product (except for the supplementary costs arising if You chose a type of delivery other than the least expensive type of standard delivery offered by Us) if You meet the conditions set out below. To qualify for a refund, you must meet all the following conditions:

12.1.1

(A) request a return authorisation from Us within 14 days from the day on which You acquire, or a third party other than the carrier and indicated by You acquires, physical possession of the Products;

12.1.2

(B) return the Product in the original packaging, in the same condition as it was delivered to You; and

12.1.3

(C) include Our return authorisation number with your return, along with a completed returns explanation note.

12.2

If your return fails to meet any of the above conditions, We may, acting reasonably in our discretion, refuse to accept it.

12.3

If your return relates to your initial Order for PitcheroGPS Services and Products, You must return all Products subject to that initial Order (unless there is a defect with any Product, in which case You can return only the defective Products to us in accordance with clause 13). We will then refund the full price you paid for that initial Order and terminate your access to the PitcheroGPS service.

13

Product Warranty

This clause 13 will only apply if We are supplying Products to You/the Club

13.1

We warrant to You, the original purchaser of the Products, that your Products shall be free from defects in materials and workmanship under normal use for a period of one year from the date of purchase (the “Warranty Period”).

13.2

If such a defect arises and a return request is received by Us within the applicable Warranty Period, We will, at Our option and to the extent permitted by law, either repair or replace the Product or the defective components of the Product at no charge. In the event of such a defect, to the extent permitted by law, these are your sole and exclusive remedies. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for any additional period of time that may be required by applicable law.

13.3

To obtain warranty repair or replacement, You must contact Us to request a return authorisation. When We provide the return authorisation You must then deliver the Product, in either its original packaging or packaging providing an equal degree of protection, to the address specified by Us. We may require You to furnish proof of purchase details and/or comply with other requirements before receiving the warranty repair or replacement.

13.4

Our Product warranty applies only to the original purchaser of the Product. Our Product warranty does not apply to any (a) Product or part of a Product that has been serviced, altered, refurbished or modified by anyone who is not authorised by Us, nor does it apply to any cosmetic damage such as scratches and dents; (b) Products that are, or We reasonably believe to be, stolen; or (c) consumables, such as charging cables. In addition, Our Product warranty does not apply to damage or defects caused by (a) use with non-Pitchero products; (b) accident, abuse, misuse, mishandling, flood, fire or other external causes; (c) normal wear and tear or ageing of the Product; or (d) operating the Product (i) outside the permitted or intended uses described by Us, (ii) not in accordance with the users instructions provided by Us, or (iii) with improper voltage or power supply.

13.5

It is your responsibility to backup any data You may have stored or preserved on the Product. It is likely that such data will be lost or reformatted during Our warranty service, and We will not be responsible for any such loss.

14

PitcheroGPS termination

This clause 14 will only apply if We are supplying Pitchero services and Products to You/the Club.

14.1

Either of us may terminate our agreement in whole or in part immediately by giving the other party written notice if:

14.1.1

(A) the other party materially breaches our agreement and such breach cannot be remedied; or

14.1.2

(B) the other party materially breaches our agreement and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice.

14.2

Either of us may terminate our agreement in whole or in part immediately by giving the other party written notice if:

14.3

We may terminate our agreement in whole or in part immediately by giving you notice to terminate if you do not pay what you owe us under our agreement on due date for payment.

14.4

On termination or expiry of our agreement, your access and use of the PitcheroGPS service will end and, subject to clause 16.10.6, all information or data held in your Club Account may be deleted by Us immediately. We accept no liability for such deleted information or data.

15

Inaccuracies and typos on Our Websites and Services

15.1

Occasionally there may be information on Our Websites or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, delivery charges, delivery times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any Website is inaccurate at any time without prior notice (including after You have submitted any order).

16

Data and privacy

16.1

For the purpose of this clause 6, “Data Protection Legislation” means the the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time) (the “GDPR”), the Data Protection Act 2018, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

16.2

We understand that You will collect data from members and players during the administration of the Club Account and use of Our Services and Products. You may also upload and We may receive other information onto our Website and mobile applications from your use of the Services and Products such as (without limitation) fixture lists, team line ups, match scores, match summaries, videos, photos and player performance data (“Club Data”). Where such data is personal data (as defined by Data Protection Legislation) You will be the data controller (as defined by Data Protection Legislation) and You shall ensure that You comply with all Your obligations as data controller when using such data including but not limited to:

16.2.1

ensuring that adequate privacy notices have been provided to data subjects (as defined by Data Protection Legislation) (including Club members and players) so they understand the circumstances in which their personal data will be shared with Us, and the purposes of the data sharing; and

16.2.2

ensuring that appropriate consent has been obtained from the data subject where required to allow their personal data to be used by Us and shared with third parties as set out in our privacy policy available on Our Websites.

16.3

We have provided a GDPR toolkit on Our Websites which will assist You/the Club in your compliance with Data Protection Legislation. This information should be used as a guide only and We strongly recommend that You seek your own legal advice and/or refer to the Information Commissioner’s Office guidance on its website for further information.

16.4

The Club will indemnify Us against any claims, losses, damage or fines We incur due to Your breach of clauses 16.2 and 16.6.

16.5

When You upload or We receive any videos, photos or data onto Our mobile applications and/or Websites, You and the Club agree to grant Us a licence in accordance with clause 19.2 and We shall be free to use such videos/photos/data as We see fit. Where this happens, We will become data controller in respect of the videos/photos/data. Where you upload videos, photos or data of third parties, you confirm you have their consent to do so.

16.6

The Club shall comply in all respects with the provisions of Data Protection Legislation and its capacity as data controller in relation to all information made available to it.

16.7

Where We act as data controller, We shall:

16.7.1

process personal data in accordance our privacy policy and with the Data Protection Legislation; and

16.7.2

Implement appropriate physical, technical and organisational measures designed to secure personal data against accidental loss and unauthorised access, use, alteration or disclosure.

16.8

Where We act as data controller, You shall:

16.8.1

ensure that adequate privacy notices have been provided to data subjects (including Club members and players) so they understand the circumstances their personal data will be shared with Us, and the purposes of the data sharing;

16.8.2

ensure that appropriate consent has been obtained from the data subject where required to allow their personal data to be used by Us and shared with third parties as set out in Our privacy policy; and

16.8.3

notify Us of: (a) any changes in, or revocation of, consent by a data subject to use or disclose personal data as collected and provided by You; and (b) any restrictions on the use of personal data to which You have agreed in accordance with your data subjects; in each case, to the extent that such limitations, changes or restrictions may affect Our uses or disclosures of personal data.

16.9

We will process personal data in accordance with these Club Terms and as further set out in the data processing instructions appended to these Club Terms or as otherwise agreed between the parties in writing (“Instructions”). You will ensure that all Instructions that are provided to Us in respect of personal data shall at all times be in accordance with Data Protection Legislation. Each party shall comply with the obligations that apply to it under the Data Protection Legislation.

16.10

Where We act as data processor:

16.10.1

Security: We shall implement appropriate physical, technical and organisational measures designed to secure personal data against accidental loss and unauthorised access, use, alteration or disclosure.

16.10.2

Sub-processing and personnel: We shall:

16.10.2.1

have your general authorisation for the engagement of any third party sub-processors (“Sub-Processors”) from time to time. As at the date these Club Terms were published, we engage the Sub-Processors listed on Our Website at [https://www.pitchero.com/sub-processors] (the “Sub-Processor List”). We shall update the Sub-Processor List whenever We intend to make any changes concerning the addition or replacement of a Sub-Processor or any changes to the processing they will undertake. You shall be responsible for monitoring the Sub-Processor List and any changes made to that Sub-Processor List by us at all times. If You wish to object (which You shall only do so on reasonable grounds) to the appointment of any Sub-Processor or to any change to any processing undertaken by any Sub-Processor, You will notify Us in writing to support@pitchero.com within 2 days of the relevant change being published by Us on Our website at [https://www.pitchero.com/sub-processors] (the “Objection Period”). We shall be permitted to engage such new or replacement Sub-Processor(s) following the end of the Objection Period if You do not object prior to the end of the Objection Period in the manner required by this clause;

16.10.2.2

prior to the relevant Sub-Processor carrying out any processing activities in respect of the personal data, appoint each Sub-Processor under a written contract containing materially the same obligations as under these Club Terms (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by Us and ensure each such Sub-Processor complies with all such obligations;

16.10.2.3

remain fully liable to You under these Club Terms for all the acts and omissions of each Sub-Processor as if they were Our own; and

16.10.2.4

ensure that all persons authorised by Us or any Sub-Processor to process personal data are subject to a binding written contractual obligation to keep the personal data confidential.

16.10.3

Assistance: We shall:

16.10.3.1

provide reasonable assistance to You in ensuring compliance with Your obligations under applicable Data Protection Legislation taking into account the nature of the processing and the information available to Us with respect to: (a) security of processing; (b) data protection impact assessments; (c) notifications to applicable supervisory authorities regarding high risk processing; and (d) notification to applicable supervisory authorities in response to any personal data breach.

16.10.3.2

taking into account the nature of the processing, assist You (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of Your obligations to respond to requests for exercising the rights of any data subject under applicable Data Protection Legislation in respect of any personal data.

16.10.3.3

International Transfers: We shall not process and/or transfer any personal data from one country to any other country unless We have taken such measures as are necessary to ensure that the transfer is in compliance with the Data Protection Legislation. Such measures may include (without limitation) transferring the personal data to a recipient in a country that the relevant supervisory authority has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Data Protection Legislation, or to a recipient that has executed standard contractual clauses adopted or approved by the relevant supervisory authority.

16.10.3.4

Audits and processing: We shall, in accordance with Data Protection Legislation, make available to You such reasonable information that is in Our possession or control as is necessary to demonstrate Our compliance with Our obligations under these Club Terms and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Legislation equivalent to that Article 28 of the GDPR), and allow for and contribute to audits, including inspections, by You (or another auditor mandated by You) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 16.10.5).

16.10.3.5

Deletion/return and survival: on the end of the provision of the Service relating to the processing of personal data, at Your cost and at Your option, We shall either return all of the personal data to You or securely dispose of it (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such personal data. These Club Terms shall survive termination of the Service.

16.10.4

International Transfers: We shall not process and/or transfer any personal data outside of the European Economic Area (“EEA”) unless We have taken such measures as are necessary to ensure that the transfer is in compliance with the Data Protection Legislation. Such measures may include (without limitation) transferring the personal data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Data Protection Legislation, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.

16.10.5

Audits and processing: We shall, in accordance with Data Protection Legislation, make available to You such reasonable information that is in Our possession or control as is necessary to demonstrate Our compliance with Our obligations under these Club Terms and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Legislation equivalent to that Article 28 of the GDPR), and allow for and contribute to audits, including inspections, by You (or another auditor mandated by You) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 6.9.5).

16.10.6

Deletion/return and survival: on the end of the provision of the service relating to the processing of personal data, at Your cost and at Your option, We shall either return all of the personal data to You or securely dispose of it (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such personal data. These Club Terms shall survive termination of the service.

16.10.7

Liability: you acknowledge that We rely on You for direction as to the extent to which We are entitled to use and process the personal data. Consequently, We will only be liable for any claim brought by a Data Subject in relation to personal data arising from:

16.10.7.1

Any failure by Us to comply with Our obligations under clause 6.9.1

16.10.7.2

Us having acting in violation or contrary to instructions provided by You under these Club Terms or the relevant regulator.

17

Ownership of club account and security

17.1

You are responsible for maintaining the security of the Club Account and You are fully responsible for all activities that occur under the Club Account. You agree to notify Us immediately in writing of any unauthorised use of the Club Account or any other breaches of security.

17.2

If and when You decide to add an Official to the Club Account, You must ensure that such person is over the age of 18.

17.3

The Official will have administrative access to the Club Account You must ensure that the person is a responsible adult as they will have access to personal data and/or sensitive personal data. We strongly advise You carry out any necessary backgrounds check before appointing an Official, especially if the Club Account has members who are under the age of 18.

17.4

We will not be liable for any loss or damage from Your failure to comply with this clause 17. Under no circumstances will We be liable, in any way, for any acts or omissions by an Official or any Club member or player.

18

Content and conduct rules and obligations

18.1

All information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials (“Content”) are the sole responsibility of the person from which such Content originated. As Web Master You have a responsibility to moderate any such Content on the Club Account and remove it where you think it is inappropriate. We do not control the Content posted via any Service and, as such, do not guarantee the accuracy, integrity or quality of such Content.

18.2

We may preserve Content and may also disclose Content if required to do so by law or if We believe, in the good faith, that such preservation or disclosure is reasonably necessary to:

18.2.1

comply with legal process;

18.2.2

enforce these Club Terms;

18.2.3

respond to claims that any Content violates the rights of third-parties; or

18.2.4

protect the rights, property, or personal safety of Pitchero, its users and the public.

18.3

Notwithstanding Your duty to moderate the Club Account, should Content be found or reported to be in violation of these Club Terms or the Terms, it will be in Our sole discretion as to what action should be taken.

19

Intellectual property rights

19.1

We are the owner or the licensee of all intellectual property rights in the Services, Our Websites and applications, and in the material We publish on them and any necessary software used in connection with the Services and Products (“Software”). These works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly authorised by Us or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on any Service or the Software, in whole or in part.

19.2

Subject to clause 16.5, We do not claim ownership of the Content You or your members or players place on or upload to Our Websites or mobile applications or the Club Account. By submitting Content to Pitchero for inclusion on Our Websites or mobile applications or the Club Account, You grant Us a world-wide, royalty-free and non-exclusive perpetual licence to reproduce, modify, adapt, distribute, sub-licence and publish the Content. You and any Official will not upload any Content unless you have the right to grant Us a licence in accordance with this clause.

20

Indemnity

20.1

The Club shall agree to indemnify Us, and Our subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of any Content, Your use of the Services and Products, Your members’ and players’ activities, Your connection to the Service and your violation of these Club Terms. You are solely responsible for Your actions when using the Service, including, but not limited to, costs incurred for Internet access.

21

Disclaimer

21.1

You expressly understand and agree that where You use the Service, this is at your/the Club’s sole risk. The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

21.2

We will make reasonable efforts to maintain the Service, however, We are not responsible for any damage, loss of data, customer information or vendor data, revenue, or other harm to business arising out of delays, mis-delivery or non-delivery of information, restriction or loss of access, bugs or other errors, unauthorised use due to You sharing access to the Service, or other interaction with the Service. You are responsible for maintaining and backing-up your data and information that may reside on the Service.

21.3

We shall use reasonable endeavours to ensure that our website based Services are available to You/the Club in the manner specified in these Club Terms for 99.9% of the time excluding circumstances where the relevant Service is not available due to scheduled or emergency maintenance.

21.4

We do not warrant that:

21.4.1

the Service will meet your specific requirements;

21.4.2

the Service will be uninterrupted, timely, secure, or error-free;

21.4.3

the results that may be obtained from the use of the Service will be accurate or reliable;

21.4.4

the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations; and

21.4.5

any errors in the software will be corrected.

21.5

Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that You and any Official will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

21.6

No advice or information, whether oral or written, obtained through or from the Service shall create any warranty not expressly stated in these Club Terms.

22

Limitation of liability

22.1

To the extent permitted by law, We, other members of Our group of companies and third parties connected to Us hereby expressly exclude:

22.1.1

all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and

22.1.2

any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Services and (where applicable) Products or in connection with the use, inability to use, or results of the use of the Services and (where applicable) Products, any websites linked to Our Website and any materials posted on them, including:

22.1.2.1

loss of income or revenue;

22.1.2.2

loss of business;

22.1.2.3

loss of profits or contracts;

22.1.2.4

loss of anticipated savings;

22.1.2.5

loss of data;

22.1.2.6

loss of goodwill; and

22.1.2.7

wasted management or office time, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

22.1.3

This does not affect Our liability for death or personal injury arising from Our negligence, or Our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

23

General

23.1

Failure by Us to exercise or enforce any right or provision of these Club Terms shall not constitute a waiver of such right or provision.

23.2

These Club Terms constitute the entire agreement between You and Us in relation to the provision of the Services and (where applicable) Products by Us and supersede any prior agreements.

23.3

If a court says that part of these Club Terms are not enforceable in law the rest of these Club Terms shall still be enforceable.

23.4

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to Our Websites, use of Our Services and/or supply of Products by Us although We retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

23.5

These Club Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales

24

Contact us

24.1

If You have any questions, comments or concerns regarding these Club Terms please contact us at support@pitchero.com or write to us at our registered office address Pitch Hero Limited, Sterling House, Capitol Park East, Tingley, Leeds, West Yorkshire, WF3 1DR.

24.2

Please report any violations of these Club Terms to support@pitchero.com.

Last updated: June 2021