School Games Registration System

PLEASE READ THESE LICENCE TERMS CAREFULLY

By using our website, you confirm that you agree to these terms of use in full and that you agree to comply with them. Use of our website includes accessing, browsing, or registering to use our website.

This licence agreement (Licence) is a legal agreement between:

(1) AR & KJ MATTHEWS, a partnership whose principle place of business is at 1 High Leigh, Sheffield Road, Hathersage, S32 1DA and SPORT EVENT SOLUTIONS LIMITED, incorporated in England and Wales with company number 05478756 whose registered office is at 2 Moor Cottages, Moor Road Burley Woodhead, Ilkley, West Yorkshire, LS29 7BE (Licensor, us or we); and

(2) You (Licensee or you),

for use of the Software and Documentation (as defined below). We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

IT IS AGREED THAT:

1. Definitions

1.1 The following definitions and rules of interpretation apply to this Licence:

1.2 Clause headings shall not affect the interpretation of this Licence.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all laws and regulations giving effect to that statute or statutory provision.

1.6 A reference to writing or written includes email and, where applicable, a notice issued or displayed in accordance with clause 8.2.2.

1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.8 Any words following the terms including,include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant and Scope of Licence, Minor Changes, Updates and Upgrades

2.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a revocable, non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.

2.2 You may:

2.2.1 use the Software only for purposes connected with an Event;

2.2.2 access the Software via the Website from any compatible computer or device;

2.2.3 receive and use any free supplementary software code or update of the Software incorporating patches and corrections of errors as may be provided by the Licensor from time to time ; and

2.2.4 use any Documentation in support of the use permitted under this clause 2.2 and make such copies of the Documentation as are reasonably necessary for its lawful use.

2.3 We may update or upgrade the Software without giving you prior notice and this Licence applies in respect of the Software as updated or upgraded from time to time.

3. Restrictions

3.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

3.1.1 not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

3.1.3 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software (except to the extent that, by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988, such actions cannot be prohibited); and

3.1.4 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us .

4. Intellectual Property Rights

4.1 You acknowledge that all Intellectual Property Rights in the Data, Database, Software and the Documentation throughout the world belong to us (or our licensors), that rights in the Software are licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Data, Database, Software or the Documentation other than the right to use same in accordance with the terms of this Licence.

4.2 In consideration of the licence granted in clause 2.1, you hereby assign to the Licensor all Intellectual Property Rights in the Data, Database, Software and the Documentation (to the extent that, notwithstanding clause 4.1, such rights otherwise belong to you), or which otherwise arise in connection with the Data, Database, Software and the Documentation.

5. Data processing

5.1 We will only ever process Personal Data in accordance with the Privacy Policy.

5.2 We provide the Software as a platform and we do not control the means or purposes by or for which Personal Data is processed. In respect of any Personal Data that you enter into or otherwise record in the Software, the data controller is the Event Organiser. We act as a data processor on behalf of the Event Organiser , and you acknowledge and agree that we may process Personal Data concerning you as an individual for the purpose of performing our obligations in connection with the Event and the Software.

5.3 If you collect and enter into the Software (or otherwise process) any Personal Data concerning an individual other than yourself, whether on our behalf or otherwise:

5.3.1 in addition to the other obligations in this clause 5 you will ensure that you have obtained such consents from, given such notices to, or otherwise taken such actions with regard to those individuals as are required in order for the lawful processing of those data in accordance with the Data Protection Legislation; and

5.3.2 where the data subject of such Personal Data is a child under 13 years old you shall, in particular, ensure that you have obtained the valid consent of the parent or holder of parental responsibility of the data subject to the processing of that Personal Data.

5.4 You will indemnify us against any claim or complaint by a third party, including any costs or losses we incur in connection with the same, which arises as a result of your failure to comply with clause 5.3 above.

5.5 We and you will each comply with our respective obligations under the Data Protection Legislation in respect of any Personal Data.

5.6 Notwithstanding the position set out in clause 5.2, if you process Personal Data on our behalf, you:

5.6.1 may for the duration of this Licence process such types of Personal Data concerning such data subjects as your User Account enables access to, for the purpose only of performing your obligations and duties in connection with this Licence and the Event;

5.6.2 shall process Personal Data only in accordance with our written instructions, unless otherwise required to by law (in which case you shall inform us of that requirement, unless prevented by law from doing so) and you shall not engage another processor to process Personal Data on your behalf;

5.6.3 shall not transfer or disclose Personal Data to any third party without our prior written consent (unless otherwise authorised by us under this Licence);

5.6.4 shall not transfer Personal Data outside the European Economic Area without our prior written consent and unless the European Commission has adopted a decision that the country to which the Personal Data is to be transferred ensures an adequate level of protection;

5.6.5 shall obtain a commitment of confidentiality from any employees or other persons authorised by you to process Personal Data;

5.6.6 shall implement appropriate technical and organisational measures to ensure compliance with the Data Protection Legislation and the security of Personal Data (including but not limited to protecting against unauthorised or unlawful processing, accidental loss or destruction of, or damage to, Personal Data), and to assist us in responding to requests for exercising the rights of data subjects;

5.6.7 shall assist us where reasonably necessary in ensuring security of processing, notifying the ICO and data subjects of any Personal Data breach, carrying out impact assessments and consulting with the ICO where such assessments reveal a high risk to the privacy of data subjects;

5.6.8 shall comply with all notification requirements under the Data Protection Legislation and notify us immediately on becoming aware of any Personal Data breach;

5.6.9 shall not knowingly or negligently do or omit to do anything which places us in breach of our obligations under the Data Protection Legislation;

5.6.10 shall, upon termination of this Licence, delete or return (at our choice) to us all Personal Data and copies thereof, except to the extent that you are required by law to retain copies of the same; and

5.6.11 shall maintain a record of your processing activities in accordance with the requirements of the Data Protection Legislation, make available to us all information reasonably necessary to demonstrate compliance (by you and us) with the Data Protection Legislation and this clause 5, and cooperate with us in any audits and inspections to monitor such compliance.

6. Our Responsibility for Loss or Damage Suffered By You

6.1 We allow you to use the Software free of charge under the terms of this Licence on the basis that you do so at your own risk. Except as set out in the remainder of this clause 6, we will not be liable to you for any loss or damage, whether direct or indirect, including consequential losses, which you incur as a result of using the Software.

6.2 Nothing in this Licence shall exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

6.3 If the Software is defective and damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

6.4 If you use the Software for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.5 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

7. Termination

7.1 We may terminate this Licence immediately:

7.1.1 by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or

7.1.2 if you reject any amendments to these terms notified to you in accordance with clause 9.1 below.

7.2 You may terminate this Licence at any time by giving written notice to us. You acknowledge that termination of this Licence may affect your ability or eligibility to participate in an Event.

7.3 Upon termination for any reason , all rights granted to you under this Licence shall cease and y ou must cease all activities authorised by this Licence .

8. Communications Between Us

8.1 If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or post to AR&KJ Matthews at 1 High Leigh, Sheffield Road, Hathersage, S32 1DA (email: support@gmsadmin.net).

8.2 If we have to contact you or give you notice in writing, we will do so:

8.2.1 by email or by pre-paid post to the address you provide or confirm to us; or

8.2.2 by issuing or displaying a notice to you in the Software.

9. Payment Processing

9.1 We are acting as an agent for the Event Organiser and credit/debit card payments are processed online via our merchant services gateway. The proceeds of all credit and debit card sales transacted via the Software are held in a segregated client account and will be transferred to the Event Organiser at the conclusion of their event.

9.2 All sales processed online through the Software are subject to a Processing Fee, which is payable to us by the Event Organiser. The Processing Fee is applied to cover overheads that we incur with each transaction. We reserve the right to vary this Processing Fee from time to time.

9.3 All income received and held in our client account less our Processing Fees will be transferred to the Event Organiser.

9.4 Event Organiser's remain solely responsible for the accounting and payment of VAT collected from sales made through the Software to HM Revenue and Customs. We are only liable for the VAT component of the Processing Fee.

10. Other Important Terms

10.1 We may amend these terms from time to time by giving you written notice in the Software and asking you to accept or reject the amended terms. If you accept the amended terms you will be bound by them. If you reject the amended terms this Licence will automatically terminate, but this will not prevent you from subsequently accessing the Software for the purpose only of accepting the amended terms (at which point a new licence under the amended terms will be formed).

10.2 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

10.3 Where the Licensor is expressed as more than one person, each of those persons:

10.3.1 shall be jointly and severally liable for their obligations under this Licence; and

10.3.2 may enforce the terms of this Licence against you on behalf of all of those persons.

10.4 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing .

10.5 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10.6 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence.

10.7 If we do not insist immediately that you do anything you are required to do under this Licence, or if we delay in taking steps against you in respect of a breach by you of this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.8 No failure or delay by us to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict our further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict our further exercise of that or any other right or remedy.

10.9 This Licence is governed by English law and subject to the exclusive jurisdiction of the courts of England.