Club Terms of Service

READ THIS – IT’S VERY IMPORTANT:

The following terms only apply to you if you are (i) a club that is incorporated (e.g. company, charitable incorporated organisation or community benefit society); or (ii) an individual that is purchasing or in charge of the Service (defined below) for your club. They override any other terms and conditions found on our website.

If you are a nominated user (such as a staff member or club member), please refer to the terms of service for nominated users which can be found here: : www.coacha.co.uk/More/Legal/Terms-of-Service-02-Nominated-User-MEMBERS.

OUR TERMS
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions (“Conditions”) on which we supply our online sports team management services based on the plan that you have selected to you (“Service”). The Service may be accessible through a web browser or an app that you can download from the Apple App Store or Google Play (“App”). Unless the context otherwise requires, these Conditions will include the Data Processing Schedule.
1.2 Why you should read them. Please read these Conditions carefully before you submit your order for a subscription to us. These Conditions tell you who we are, how we will provide the Service to you, how you and we may change or end the contract, what to do if there is a problem, and other important information. If you think that there is a mistake in these Conditions, please contact us to discuss.
1.3 Onboarding Services. Where you have requested us to assist you to on-board onto the Service (e.g. migrate your information and content onto our Service), you are responsible for ensuring the accuracy and completeness of all information and content provided as we take no responsibility for the information and content you provide.

2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Coacha Software Limited, a limited company registered in England and Wales. Our company registration number is 05294974 and our registered office is c/o James Barry Associates, 3 The Paddocks, Lassington, Highnam, Gloucester GL2 8DD. Our registered VAT number is 850 7527 20.
2.2 How to contact us. You can contact us by telephoning us on 01242 851300, by emailing us at support@coacha.co.uk, or by writing to us at Coacha Software Limited, Cheltenham Film Studios, Hatherley Lane, Cheltenham, GL51 6PN.
2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order for the Service.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. You (i.e. the individual acting on behalf of your club) must complete all mandatory fields on the account creation page. You undertake (i) to complete the account creation form with true and accurate information about your club; and (ii) inform us of any changes to such information to keep it current, true, accurate and complete by contacting us pursuant to clause 2.2. Failure to do so may result in your user account being suspended or removed. Our acceptance of your order for the Service will take place when we email you to accept it, at which point the Contract (as defined below) will come into existence between you and us. You will be provided with a username and password. The contract between you and us consists of any terms on the account creation page, these Conditions, and any document expressly referred to in them (including those referred to in Clause 4). These documents constitute the entire agreement (“Contract”) and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.
You are solely responsible for the security of your username and password and must not disclose your username and password to anyone. You must inform us immediately if your username and/or password have been compromised due to your action or negligence. In such a case, we will suspend your user account and provide you with new login credentials.
3.2 If we cannot accept your order. If we are unable to accept your order for the Service, we will inform you of this in writing and will not charge you for the Service. This might be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Service plan, or because we have previously terminated your subscription to the Service due to a breach by you of our legal terms or policies applicable to that subscription.
3.3 Your order number. We will assign an order number to your order for a subscription for the Service and tell you what it is when we accept your subscription. It will help us if you can tell us the order number whenever you contact us about your subscription.
3.4 We only sell to the UK, EU, USA, Canada and New Zealand. Our website is solely for the promotion of the Service in these territories. Unfortunately, we do not accept subscriptions from addresses outside of these locations.

4. USE OF CERTAIN FUNCTIONALITIES
If you collect your membership fees, sell goods or services using GoCardless or Stripe via the Service, please note that their terms and conditions will also apply. For details, please see https://stripe.com/legal/services-agreement, https://gocardless.com/legal/payer-terms/ or https://gocardless.com/legal/merchant-agreement/.
In addition, Apple App Store and Google Play’s terms also apply. The ways in which you can use the App may also be controlled by Apple App Store and/or Google Play’s rules and policies found at https://www.apple.com/legal/internet-services/itunes/ and https://play.google.com/about/play-terms/index.html and if Apple App Store or Google Play’s rules and policies differ from these Conditions, the Apple App Store or Google Play’s rules and policies will prevail against these Conditions.

5. RESTRICTIONS THAT APPLY TO YOUR USE OF THE SERVICE
5.1 Age restriction if you are a consumer. If you are a consumer, the Service is only available to you if you are aged 18 or over. Please do not attempt to purchase the Service if you are under 18 years of age.
5.2 Terms that apply only if you are a business or an incorporated club. The following terms apply to you only if you are a business:

• (a) you i.e. the individual confirm that you have authority to bind your club or any business on whose behalf you use the Service;
• (b) you acknowledge that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract or any document expressly referred to in Contract; and
• (c) you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

5.3 Terms that apply to both businesses and consumers. Regardless of whether you are a consumer or a business, if you add additional nominated users to your subscription, you are responsible for ensuring that those nominated users comply with the Nominated User Terms of Service. In addition, you agree to indemnify us for any losses and/or damages arising from any breach of the Nominated User Terms of Service by such nominated users.
5.4 Licence restrictions. You agree to the following terms in connection with your use of the Service (“the Licence Restrictions”):

• (a) not to copy the software on which the Service is provided (“Software”) except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
• (b) not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Software in any way;
• (c) not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
• (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
  • (i) is used only for the purpose of achieving inter-operability of the Software with another software program;
  • (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
  • (iii) is not used to create any software that is substantially similar to the Software;
• (e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
• (f) to regularly and effectively back-up the data within the Software or the Service on to a separate computer (for the avoidance of doubt, not on to an app or a mobile or handheld device);
• (g) to include our copyright notice on all entire and partial copies you make of the Software on any medium;
• (h) not to provide or otherwise make available the Software in whole or in part, in any form to any person without prior written consent from us; and
• (i) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service (“Technology”).

5.5 Acceptable use restrictions (applicable to both businesses and consumers). You agree to the following additional terms in connection with your use of the Service (the Acceptable Use Restrictions):

• (a) not to use the Software or the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating system;
• (b) not to infringe our intellectual property rights or those of any third party in relation to your use of the Software or the Service, including the submission of any material (to the extent that such use is not licensed by these Conditions);
• (c) not to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or the Service;
• (d) not to use the Software or the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
• (e) not collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service.

5.6 When a member of your club leaves the club, it is your sole responsibility to remove his/her access to the Service.

6. INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that all intellectual property rights in the Software, the Service, the Technology and our website anywhere in the world belong to us or our licensors (as the case may be), that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software, the Service, the Technology or our website other than the right to use each of them in accordance with the Contract.
6.2 You acknowledge that you have no right to have access to the Software in source-code form.

7. OUR RIGHTS TO MAKE CHANGES
7.1 Minor changes to the Service. We may change the Service:

• (a) to reflect changes in relevant laws and regulatory requirements;
• (b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Service, other than the fact that you may experience some downtime while these changes are made; and
• (c) as a result of improvements to the software underlying the Service, which will evolve over time in terms of functionality and user interface.

7.2 More significant changes to the Service and these terms. If we have to make any changes to the Contract (including these Conditions) or the Service which are more significant than the types of changes referred to in clause 7.1 above, we will notify you and you may then contact us to end the Contract and receive a refund before the changes take effect.
7.3 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it in all material respects (taking account of the fact that the software underlying the Service will evolve over time in terms of functionality and user interface).

8. PROVIDING THE SERVICE
8.1 When we will start providing the Service to you. We will start to supply the Service to you on the date on which we notify you that your order for a subscription has been accepted (please see clause 3.1 above), and will continue to supply the Service until the subscription expires, or you end the Contract as described in clause 9, or we end the Contract by written notice to you as described in clause 11 (whichever happens first).
8.2 We are not responsible for unavailability of the Service outside our control. If the Service is unavailable due to an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the unavailability. Provided we do this, we will not be liable to you but you may have the right to terminate the Contract pursuant to clause 8.4.
8.3 Reasons we may suspend the supply of the Service to you. We may have to suspend the supply of the Service to:

• (a) deal with technical problems or make minor technical changes;
• (b) update the Service to reflect changes in relevant laws and regulatory requirements; or
• (c) make changes to the Service as notified by us to you (see clause 7).

We may also suspend the supply of the Service if you are in breach of your obligations under these Conditions.
8.4 Your rights if we suspend the supply of the Service or if the Service is unavailable. We will contact you in advance to tell you we will be suspending supply of the Service or if the Service is unavailable, unless the problem is urgent or an emergency. If we suspend the Service or if the Service is not available for longer than four days in any month (which is not due to your breach of these Conditions), we will adjust the price of your subscription so that you do not pay for the Service while it is suspended. You may contact us to end the contract for the Service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than four days and we will refund any subscription fee you have paid in advance for the Service in respect of the period after you end the Contract.

9. YOUR RIGHTS TO END THE CONTRACT
9.1 You can always end your Contract with us. Your rights when you end the Contract will depend on the circumstances:

• (a) If the Service is faulty or misdescribed you may have a legal right to end the Contract (please see clause 12 for details);
• (b) If you want to end the Contract because of something we have done or have told you we are going to do, see clause 9.2;
• (c) If you have just changed your mind about the Service, see clause 9.3; and
• (d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 9.5.

9.2 Ending the contract because of something we have done or are going to do. If you are ending the Contract for a reason set out at (a) to (e) below, the Contract will end immediately and we will refund you in full in relation to any period for which the Service has not been provided and you may also be entitled to compensation. The reasons are:

• (a) we have told you about an upcoming change to the Service or these Conditions which you do not agree to (see clause 7.2);
• (b) we have told you about an error in the price or description of the Service you have ordered and you do not wish to proceed;
• (c) the Service is unavailable due to events outside our control for longer than four days;
• (d) we have suspended supply of the Service for technical reasons, or notify you we are going to suspend it for technical reasons, in each case for a period of more than four days; or
• (e) you have a legal right to end the Contract because of something we have done wrong.

9.3If you have selected our free Coacha Lite Service, you may at any time end the Contract with us. If you have selected our Coacha Premium or Coacha Custom Services and you are a consumer, please see clauses 9.4 to 9.5.
9.4 Exercising your right to change your mind (Consumer Contracts Regulations 2013).For most services bought online, if you are a consumer, you have a legal right to change your mind within 14 days. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Conditions.Please note that if you are a business, this right does not apply to you.
9.5 How long do I have to change my mind? If you are a consumer, you have 14 days after the day on which we email you to confirm we accept your order for a subscription.
9.6 Ending the Contract where we are not at fault and there is no right to change your mind. If you do not have any other rights to end the Contract (see clause 9.1), you can still contact us before it is completed and tell us you want to end it. The Contract will not end until the end of the subscription period in which you contact us. We will not refund to you the subscription fee in relation to the subscription period in which you cancel (or any previous subscription period) if you decide to cancel under this clause 9.6.

10. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
10.1 Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:

• (a) Phone or email. Call us on 01242 851300 or email us at team@coacha.co.uk. Please provide your name, address, details of the subscription and, where available, your phone number and email address.
• (b) Online. You can cancel your Contract from your Coacha club profile page.
• (c) By post. To cancel by post, please express your wish to cancel your contract in writing and post to Coacha Software Limited, Hatherley Lane, Cheltenham Film Studios, Gloucestershire, GL51 6PN.
• (d) By logging in to your account. Please log in to your account and follow the instructions for cancellation. Please note that you will not be able to do this if you are logging in via a mobile app.

10.2 How we will refund you. Where relevant, we will refund you the price you paid for the Service by the method you used for payment.
10.3 When your refund will be made. We will make any refunds due to you as soon as possible.

11. OUR RIGHTS TO END THE CONTRACT
11.1 We may end the Contract if you fail to pay us. We may end the Contract at any time by writing to you if you do not make any payment to us when it is due and you still do not make payment within 31 days of us reminding you that payment is due.
11.2 Other circumstances in which we may end the contract. The Contract between us will automatically cease without notice in any of the following circumstances:

• (a) if you do not renew your subscription when it expires or if you do not take up a paid subscription once any free trial period ends;
• (b) if you commit a material or persistent breach of any of the provisions in the Contract including these Conditions and you fail to remedy it (if remediable) within 14 days after the service of written notice requiring you to do so; and
• (c) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

11.3 We may withdraw the Service. We may write to you to let you know that we are going to stop providing the Service. We will let you know at least 10 working days in advance of our stopping the supply of the Service and will refund any sums you have paid in advance for any period during which the Service will not be provided.

12. IF THERE IS A PROBLEM WITH THE SERVICE
How to tell us about problems. If you have any questions or complaints about the Service, please contact us. You can telephone us on 01242 851300, email us at team@coacha.co.uk, or write to us at Coacha Software Limited, Cheltenham Film Studios, Hatherley Lane, Cheltenham, GL51 6PN.

13. PRICE AND PAYMENT
13.1 You will be given a free 14-day initial trial of the Service, commencing on the date on which we notify you that your order for a subscription has been accepted (please see clause 3.1 above). You will not be charged for use of the Service during this period. On expiry of the 14-day trial period, you will be charged for your use of the Service as described in this clause 13.
13.2 Where to find the price for the Service. The price of the Service (which includes VAT) will be the price indicated on the subscription pages when you placed your order for a subscription. We take all reasonable care to ensure that the price of the Service advised to you is correct. However, please see clause 13.4 for what happens if we discover an error in the price of the subscription you order.
13.3 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Service, we will adjust the rate of VAT that you pay.
13.4 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the subscriptions we sell may be incorrectly priced. We will normally check prices before accepting your order for a subscription so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated on our website, we will contact you for your instructions before we accept your order for a subscription.
13.5 When you must pay and how you must pay. We accept payment with GoCardless. Payments will be taken on the day that you sign up for a subscription (other than a free trial) and will cover the following 14 days. Subsequent payments will be charged every 14 days thereafter until your Contract is terminated.
13.6 Change in Price. If we make changes to the subscription price, we will provide you with prior written notice of no less than 60 days via email and message from within the Services.

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
This clause 14 only applies to you if you are a consumer.
14.1 The Service and the Software are not bespoke. You acknowledge that the Software and the Service have 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 and the Service meet your requirements.
14.2 Reliance on the Software, the Service and any information. You acknowledge that the Software, the Service and the information accessed through them should not in any circumstances be relied on:

• (a) to obtain information in the event of an emergency;
• (b) as the sole record of any incidents or accidents; or
• (c) as the sole record of the information stored via the Software / the Service, and they have not been supplied to you for this purpose. We do not accept any liability whatsoever in connection with you or a third party relying on such information for these purposes.

14.3 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
14.4 We are not liable for business losses. We only supply the Service for domestic and private use. If you use the Service for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.5 We do not accept liability if you fail to carry out back-ups. We do not accept any liability to you or any third party for loss of data or the consequences thereof if you are in breach of your obligation to carry out regular back-ups of such data in accordance with clause 5.4(f) above.
14.6 Our maximum total liability to you. Our maximum aggregate liability under or in connection with the Contract (including your use of the Service) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of £50 or the amount of any subscription fees paid by you in relation to the Service over the calendar year preceding any claim. This does not apply to the types of loss set out in clause 14.7.
14.7 What we don’t exclude liability for. Nothing in Contract including these Conditions shall limit or exclude our liability for:

• (a) death or personal injury resulting from our negligence;
• (b) fraud or fraudulent misrepresentation; and
• (c) any other liability that cannot be excluded or limited by English law.

15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
This clause 15 only applies if you are a business.
15.1 You acknowledge that the Software, the Service and the information accessed through them should not in any circumstances be relied on:

• (a) to obtain information in the event of an emergency;
• (b) as the sole record of any incidents or accidents; or
• (c) as the sole record of the information stored via the Software / the Service, and they have not been supplied to you for this purpose. We do not accept any liability whatsoever in connection with you or a third party relying on such information for these purposes.

15.2 We only supply the Service for internal use by your business, and you agree not to use the Service for any resale purposes.
15.3 Nothing in the Contract including these Conditions limits or excludes our liability for:

• (a) death or personal injury caused by our negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any other matter which by law we are not entitled to limit or exclude.

15.4 We do not accept any liability to you or any third party for loss of data or the consequences thereof if you are in breach of your obligation to carry out regular back-ups of such data in accordance with clause 5.4(f) above.
15.5 Subject to clauses 15.3 and 15.4, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract between us or the Service for:

• (a) any loss of profits, sales, business, or revenue;
• (b) loss or corruption of data, information or software;
• (c) loss of business opportunity;
• (d) loss of anticipated savings;
• (e) loss of goodwill; or
• (f) any indirect or consequential loss.

15.6 Subject to clause 15.3 and without prejudice to clauses 15.4 and 15.5, our total liability to you in respect of all losses arising under or in connection with the Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £50 or the amount of any subscription fees you have paid in the 12-month period preceding the claim.
15.7 Except as expressly stated in these Conditions, we do not give any representation, warranties or undertakings in relation to the Service or its suitability for your specific requirements. Any representation, condition or warranty which might be implied or incorporated into these terms of service by statute, common law or otherwise is excluded to the fullest extent permitted by law.

16. DATA PRIVACY
16.1You and Coacha agree to comply with the provisions of the Data Processing Schedule (“DPS”).

17. OTHER IMPORTANT TERMS
17.1 We may transfer the Contract to someone else. We may transfer our rights and obligations under the Contract including these Conditions to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the Contract within seven days of us telling you about it and we will refund you any payments you have made in advance for services not provided.
17.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under the Contract including these Conditions to another person if we agree to this in writing.
17.3 Nobody else has any rights under the Contract. The Contract is between you and us. No other person shall have any rights to enforce any of its terms.
17.4 If a court finds part of the Contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.5 Even if we delay in enforcing the Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaking the Contract, 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. For example, if you miss a payment and we do not chase you but we continue to provide the Service, we can still require you to make the payment at a later date.
17.6 Which laws apply to this contract and where you may bring legal proceedings. The Contract including these Conditions are governed by English law and you can bring legal proceedings in respect of the Service in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Service in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Service in either the Northern Irish or the English courts.

Data Processing Schedule
1. Definitions
1.1 Capitalised terms used but not defined in this Data Processing Schedule (“DPS”) will have the meanings provided in the terms and conditions to which this DPS is a schedule thereto. The following defined terms are used in this DPS:
“Data Protection Requirements” means the UK GDPR, GDPR and applicable laws, regulations, and other legal requirements relating to the processing of Personal Data as may be amended, supplemented or replaced from time to time which applies to the Services and/or the Contract between you and Coacha.
“EEA” means the European Economic Area.
“EU” means the European Union.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation), as amended, replaced, or superseded.
“Personal Data” means personal information that identifies and/or can be used to identify an individual, or as further defined by applicable Data Protection Requirements. For the purposes of this DPS, it only consists of your users’ and your personal information which are supplied to or accessed by us or our Subprocessors in order to provide the Services.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
“Restricted Transfer” means any Transfer where applicable Data Protection Requirements require you and Coacha to demonstrate adequate protection using a contractual instrument or other means, including (for example) a cross-border Transfer to a recipient in a country that does not provide adequate protection for the data.
“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the Transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, and implemented by the European Commission decision 2021/914, dated 4 June 2021, including Module I (“Controller to Controller SCCs”), Module II (“Controller to Processor SCCs”), and Module III (“Processor to Processor SCCs”).
“Subprocessor” means any third party(ies) engaged by Coacha, that process Personal Data in connection with the Services.
“Transfer” means to disclose or otherwise make Personal Data available to a third party (including to any Subprocessor), either by physical movement of the Personal Data, or by enabling access to the Personal Data by other means if such access is regulated under Data Protection Requirements.
“UK GDPR” means the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“Valid Transfer Mechanism” means a data Transfer mechanism permitted by Data Protection Requirements as a lawful basis for performing a Restricted Transfer of Personal Data.
1.2 Lower case terms used but not defined in this DPS, such as “processing”, “controller”, and “processor” have the same meaning as set forth in the Data Protection Requirements. For the avoidance of doubt, unless the context requires otherwise, this DPS is part of the Conditions.

2. Nature of Data Processing
2.1 This DPS applies to the Service. For purposes of this DPS, the Service may include, as applicable:
2.1.1 App Support Services:
(a) Supporting and troubleshooting (preventing, detecting, and repairing problems);
2.1.2 SaaS Services (including payment):
(a) Delivering functional capabilities as accessed, configured, and used by you and your users;
(b) Supporting and troubleshooting (preventing, detecting, and repairing problems); and
(c) Ongoing improvement (installing the latest updates, if and when available, and making improvements to user productivity, reliability, and security);
2.1.3 For clarity, the DPS terms apply only to the processing of Personal Data in environments controlled by or accessed by Coacha and Coacha’s Subprocessors.

2.2 Nature and Details of Processing. The nature and details of processing are set forth in Attachment 1 to this DPS.

2.3 Respective Roles and Responsibilities.
2.3.1 Coacha as Processor.

• (a) You and Coacha agree that you are the controller of Personal Data and Coacha is the processor of such Personal Data.
• (b) We will use and otherwise process Personal Data only (i) to provide you and your users with the Service and in accordance with your documented instructions, (ii) in accordance with the terms and conditions in this DPS, and (iii) in compliance with Data Protection Requirements.
• (c) You agree that this DPS and the Conditions, along with documents referred to in the Conditions and your use and configuration of features in the Service including the App, are your complete documented instructions to us for the processing of Personal Data. You may provide further instructions during the performance of the Service, and we will use reasonable endeavours to follow those instructions provided that they are (i) consistent with the terms and scope this DPS; (ii) required by Data Protection Requirements; and (iii) technically feasible.
• (d) We will, without undue delay, notify you if, in our opinion, the instructions given by you violate any Data Protection Requirement or if we are not able to comply with your instructions.
• (e) If you are a processor, you warrant that your processing instructions to us including the authorisation for us to appoint Subprocessors in accordance with this DPS have been authorised by the relevant controller. You shall be solely responsible for forwarding any notifications received from Coacha to the relevant controller where appropriate.
• (f) Where you provide us with personal information regarding third parties (such as members of the sports team you manage, or their next of kin), you are solely responsible for:
  • (i) ensuring that those third parties have consented to us using their personal data (including any special category data such as medical details) for the purposes set out in our privacy policy; and
  • (ii) drawing the attention of those third parties to the terms of our privacy policy which are freely available on our website.
• (g) You must provide your users with a privacy policy that complies with Data Protection Requirements including notifying the Personal Data you collect and the purposes for which you collect the Personal Data.
• (h) You agree to indemnify us (reimburse us on demand) in respect of any financial losses we may suffer as a result of any breach by you of clause 2.3.1(e) and (f) of this DPS.

2.3.2 Coacha as Controller.

• (a)Notwithstanding anything in the contract between you and Coacha including this DPS to the contrary and as permitted by Data Protection Requirements, you authorise Coacha to further process Personal Data for the following limited business purposes which are incidental to the provision of the Service:
  • (i) detecting security incidents, and protecting against malicious, deceptive, fraudulent, or illegal activity;
  • (ii) internal operational activities such as responding to data subject requests, auditing you and your users to confirm usage quantities, improving functionality, and processing required for legal or regulatory compliance; and
  • (iii) contract management, payment processing, billing and account management, compensation internal reporting and business modelling, and business development purposes.
• (b) Coacha will comply with its obligations, as an independent data controller, under the Data Protection Requirements for such uses. In addition, as with all processing under this DPS, processing for business operations remains subject to Coacha’s confidentiality obligations and security commitments under this DPS.

3. Subprocessors

• 3.1 You acknowledge and agree that Coacha may use Subprocessors in connection with the provision of the Services, subject to the provisions in this clause 3.
• 3.2 The list of Subprocessors may be found at www.coacha.co.uk/More/Legal/subprocessors
• 3.3 When engaging any Subprocessor, we will:
  • 3.3.1 evaluate the security, privacy and confidentiality practices of a Subprocessor prior to selection to establish that it is capable of providing the level of protection of Personal Data required by this DPS;
  • 3.3.2 ensure via a written agreement that:
    • (a) the Subprocessor may access and use Personal Data only to deliver the services Coacha has retained them to provide and is prohibited from using Personal Data for any other purpose; and
    • (b) that contains terms substantially the same as those set out in this DPS.
• 3.4 Where a Subprocessor fails to fulfill its data protection obligations, we remain fully liable to you for the performance of that Subprocessor’s obligations in accordance with the terms of this DPS.
• 3.5 We may from time to time, engage new Subprocessors or replace current Subprocessors. We will notify you of such change(s) via email. You will have the opportunity to object to the use of such new Subprocessor. If you object to a new Subprocessor in writing, and if Coacha is unable to resolve that objection in a reasonable amount of time, then you may, as its sole and exclusive remedy, terminate the Contract pursuant to clause 10 of the Club Terms of Service. You must also include an explanation of the grounds for non-approval together with the termination notice, in order to permit Coacha to re-evaluate any such new Subprocessor based on those concerns. Any termination under this clause 3.5 will be deemed to be without fault by either party. In the event of such termination, Coacha shall refund you any unused, prepaid subscription for the Service.
• 3.6 Coacha may replace a Subprocessor without advance notice where the reason for the change is outside of Coacha’s reasonable control and prompt replacement is required for security or other urgent reasons. In this case, we will notify you of the replacement Subprocessor as soon as possible following its appointment. Your objection and termination right in clause 3.4 above applies accordingly.

4.Security

• 4.1 Confidentiality. We will ensure that all personnel of Coacha granted access to Personal Data have committed themselves to confidentiality by executing written confidentiality obligations to the extent legally necessary. The obligation to treat Personal Data pursuant to such confidentiality obligations will survive the termination of their employment. Personal Data will be made available only to personnel that require access to such Personal Data for us to provide the Service.
• 4.2 Organisational and technical protection measures. We will maintain appropriate organisational and technical protection measures, as set out in Attachment 2 of this DPS.
  You acknowledge and agree that (taking into account the state of the art, the costs of implementation, context of processing, and the risk of varying likelihood and severity for the rights and freedoms of natural persons) the technical and organisational measures implemented and maintained by Coacha provide a level of security appropriate to the risk and in compliance with applicable Data Protection Requirements.
  You have implemented and will maintain appropriate technical and organisational security measures (a) designed to ensure the security of the Personal Data during its transmission to Coacha; and (b) for components that you provide or control. You must notify us promptly about any possible misuse of its accounts or authentication credentials or any security incident related to the Services of which it becomes aware.
• 4.3 Personal Data Breach Notification. If Coacha becomes aware of a Personal Data Breach affecting your Personal Data, we will, without undue delay:
  • 4.3.1 notify you of the Personal Data Breach;
  • 4.3.2 investigate the Personal Data Breach and provide you information about the Personal Data Breach, including where applicable:
  • 4.3.3 provide you with a description of the nature of the Personal Data Breach, including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
  • 4.3.4 inform you of the likely consequences;
  • 4.3.5 provide you with a description of the measures taken or proposed to be taken to address the Personal Data breach, including measures to mitigate its possible adverse effects; and
  • 4.3.6 take reasonable steps to mitigate the effects and to minimize any damage resulting from the Personal Data Breach.
• 4.4 You are responsible for complying with its obligations under Data Protection Requirements for fulfilling any third party notification obligations related to a Personal Data Breach. Our notification of, or response to, a Personal Data Breach under this clause 4.3 is not an acknowledgement by us of any fault or liability with respect to the Personal Data Breach.

5.Audit

• 5.1 Data Protection Impact Assessment and Prior Consultation. If you make a written request, we will provide you with reasonable cooperation and assistance to fulfil your obligation(s) under Data Protection Requirements to carry out a data protection impact assessment related to your use of the Service, to the extent you do not otherwise have access to the relevant information, and to the extent such information is available to us. We will provide reasonable assistance to you in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks.
• 5.2 Audit. You are entitled to carry out an audit to ensure that we comply with the provisions of this DPS no more than once a year. If you wish to carry out an audit, you must give us prior written notice of no less than thirty (30) days.
  We will agree a date and time with you and we will make available to you all relevant information necessary to demonstrate compliance with this DPS, and will allow you or your representatives to inspect our premises for the purposes of such audit.
  You must avoid causing any damage or disruption to our premises, equipment and business while your representative or personnel are on our premises.
• 5.3 Access to our premises for the purposes of such an audit or inspection is subject to:
  • 5.3.1 the production of reasonable evidence of identity and that you have authorised them to carry out such audit;
  • 5.3.2 the audit being carried out during our normal business hours;
  • 5.3.3 your representatives have entered into a confidentiality agreement with us and agreed to comply with your security and health and safety policies. In addition, your representatives will be given access only to information that is strictly relevant to the Service provided to you.

6. Data Subject Rights and Third Party Disclosure

• 6.1 Taking into account the nature of the processing and the Service, we will make available to you, in a manner consistent with the functionality of the Service and our role as a processor of Personal Data of data subjects, the ability to fulfill data subject requests to exercise their rights under the Data Protection Requirements.
• 6.2 If we receive a request from your data subject to exercise a right in connection with the Service where we are the data processor, we will promptly notify you (where the data subject has provided information to identify you) and we will not respond to such request ourselves but instead ask the data subject to redirect its request to you. You will be responsible for responding to any such request including by using the functionality of the Service. We will comply with reasonable requests by you to assist you with your response to such a data subject request.
• 6.3 We will not disclose or provide access to any Personal Data except: (i) as you direct; (ii) as described in this DPS; or (iii) as required by law, and in any event in accordance with the applicable Data Protection Requirements.

7. Data Retention and Deletion
7.1 Return or Deletion. Based on your choice, Coacha shall delete and/or enable you to download all Personal Data to you after the termination or expiration of the Contract in CSV format unless required by law to retain. Where Coacha is required to continue any processing of Personal Data following the expiration or termination of the Contract, the provisions in this DPS shall continue to apply to such Personal Data until deleted.

8. Data Transfers

• 8.1 General Obligation. The Parties shall comply with any Transfer obligations required by the Data Protection Requirements, including but not limited to executing any additional contractual language for Restricted Data Transfers and/or implementing a Valid Transfer Mechanism.
• 8.2 Your Responsibility. You are responsible for ensuring that Transfers of Personal Data under this DPS are permissible under Data Protection Requirements, and that any necessary contractual measures and security assessments or registrations/permits, if any are required under Data Protection Requirements, have been completed before you provide such Personal Data to Coacha for Transfer. You are also solely responsible for:
  • 8.2.1 determining whether the Service is appropriate under Data Protection Requirements for your needs;
  • 8.2.2 ensuring that all Personal Data which it supplies or discloses to Coacha has been obtained and Transferred lawfully (if any authorizations or consents of data subjects are required for such processing of Personal Data by Coacha, you are responsible for obtaining any such consents directly from the data subjects); and
  • 8.2.3 completing any assessments, obtaining approvals, and registering databases with authorities that are necessary under applicable Data Protection Requirements.
• 8.3 Cross-Border Transfers. You authorise cross-border Transfers of Personal Data to countries in which Coacha or our Subprocessors operate to provide the Service. Additional terms including applicable Valid Transfer Mechanisms for Restricted Transfers are set forth in Attachment 3. If a supervisory authority or court determines that any Valid Transfer Mechanism is no longer an appropriate basis for Restricted Transfers, Coacha and you shall promptly use reasonable efforts to take all steps necessary to demonstrate adequate protection for the impacted Personal Data using another approved mechanism or instrument.

9. General

• 9.1 If an amendment to this DPS is required in order to comply with applicable Data Protection Requirements, both parties will work together in good faith to promptly execute a mutually agreeable amendment to this DPS.
• 9.2 Assistance. Coacha shall provide reasonable assistance to you at your request by providing generally available information relating to the Service to extent such information is needed by you in connection with your conducting and documenting data protection impact assessments, prior consultation with a regulator, and/or complying with your obligations under applicable Data Protection Requirements.
• 9.3 Compliance with Laws; Regulatory Changes.
  • 9.3.1 Each Party shall comply with its obligations under applicable Data Protection Requirements. Each Party must use reasonable efforts to stay informed of the legal and regulatory requirements for its applicable responsibilities under this DPS.
  • 9.3.2 To the extent there is a material change in Data Protection Requirements or a future government requirement or obligation that prohibits Coacha from providing the Service in any country or jurisdiction without material modification, Coacha will provide advance notice to you and use commercially reasonable efforts to modify the Service to comply with the change in Data Protection Requirement or future government requirement or obligation. Coacha shall notify you if we can no longer meet its obligations under applicable Data Protection Requirements.
  • 9.3.3 Records of Processing. Each party is responsible for its compliance with its documentation requirements under Data Protection Requirements, in particular maintaining records of processing where required under Data Protection Requirements. Each Party shall reasonably assist the other party in such documentation requirements, to the extent such party does not otherwise have access to the relevant information and to the extent such information is available to the other party.