PLEASE READ THESE TERMS AND CONDITIONS OF USE (“CONDITIONS”) WHICH SET OUT THE TERMS ON WHICH ACADEMY SOCCER COACH LIMITED (“ASC”, “US”, “WE”, “OUR”) PROVIDE YOU (“YOU”, “YOUR”, “CUSTOMER”) WITH ACCESS TO THE ASC CLOUD SERVICES AND CONTENT MADE AVAILABLE AT ASCCLOUD.COM AND ACADEMYSOCCERCOACH.CO.UK OR ANY EXTENSION THERETO (“WEBSITE(S)”) CAREFULLY. BY CLICKING ON THE BUTTON MARKED “COMPLETE SIGN UP” YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE USE OF THE SERVICES IMMEDIATELY.
You are prohibited from violating or attempting to violate these Conditions, including, without limitation, (a) accessing data not intended for your use or logging onto a server or an account which you are not authorised to access; (b) permitting or suffering any third party to access the ASC Cloud Services using your account details; (c) putting Resources & Content (including that which has been generated by you or your Sub-Users with the Session Template™ software) to any kind of commercial use; (d) the commercial publication of Resources & Content anywhere without our written consent, or (e) if you have a Personal Subscription, using the ASC Cloud Services for the benefit of a third party. Any publication of Resources & Content, whether within APIs or elsewhere, that is connected in any way with any commercial activity must be supported by a valid licence available from us. Any perceived breach of either (a), (b), (c) or (d) above shall entitle us to suspend or terminate your Personal Subscription or Licence at our sole option without entitling you to compensation or a refund, and without prejudice to our right to pursue any of our additional rights or remedies available to us.
We reserve the right, at our discretion, to change, modify, add, or remove portions of these Conditions at any time. Please check these Conditions periodically for changes. Your continued use of the ASC Cloud Services following the posting of changes to these Conditions will mean you accept those changes.
1. The Website contains a range of cloud based platform services, such as the Interactive Session Plans™, Session Template Software™ (“ASC Cloud Services”) which you may access through the Website. We may offer you (and you may select, as available on our Website from time to time) (i) a one-time free trial of the ASC Cloud Services for such period set out on the Website from time to time, during which you can try out use of the ASC Cloud Services for free (“Free Trial”); (ii) a personal subscription (“Personal Subscription”); (iii) commercial licences (such as Club, Educational, Corporate licences as described on the Website) (“Commercial Licence”); and/or (iv) white label licences (“White Label Licence”) (Commercial Licence and White Label Licence each being a “Licence”), as detailed hereunder.
2. Our ASC Cloud Services include a range of content and resources, such as the Session Template software™, Interactive Session Plans™, Digital Coaching Forms and Coach Support & Services and such other content we may provide from time to time as more particularly described on the Website from time to time, (“Resources & Content”) that is available for, viewing, the creation of User Generated Content and downloading through the ASC Cloud Services.
3. Where you have selected a Commercial Licence or a White Label Licence, you may purchase user IDs for your employees, representatives, consultants, contractors, agents, or other individuals in order for them to access and use the ASC Cloud Services, but the number of users authorised to access and use the ASC Cloud Services will be subject to any limits we have imposed and for whom you have paid for (“Sub-Users”).
4. The ASC Cloud Services, the Resources & Content and the Website are owned and managed by Academy Soccer Coach Limited, a company registered in England and Wales with the company registration number 07385315 and having its registered address at Archer House Britland Estate, Northbourne Road, Eastbourne, East Sussex, United Kingdom, BN22 8PW.
5. In order to purchase a Personal Subscription or Licence to access and use our ASC Cloud Services you shall be required to register with us. For a Personal Subscription or a Commercial Licence you can register online via the Website. If you wish to register for a White Label Licence please contact us using our online contact form. You must provide accurate and complete information upon registration. You consent to us conducting verification and security procedures in respect of the information provided during such registration. You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided. You shall keep, and where applicable procure that all your Sub-Users keep, any account details and passwords confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your account and suspend your access and use of the ASC Cloud Services in the event we have any reason to believe that you or your Sub-Users have breached any of the provisions set out herein.
6. Your selected Personal Subscription or Licence with us shall commence on the date you register for the ASC Cloud Services. Your Personal Subscription or Licence shall continue for a period of 12 months from the date you register for the ASC Cloud Services) or such other period we may agree with you (“Term”). On expiry of the Term, your Personal Subscription or Licence shall automatically renew for further equivalent periods (each a “Renewal”) unless terminated by you or us in accordance with these Conditions. If you have:
a. a Personal Subscription or are a Licence holder whose account was not set up by us you can terminate your Personal Subscription or Licence at any time within your account settings area or by notice to us in writing or by e-mail at any time prior to expiry of your Term or Renewal (as applicable). Where you have selected to terminate by notice to us in writing or by e-mail, you must send your termination notice to the postal or e-mail address provided in these Conditions. Provided we have received your termination notice prior to expiry of your Term or Renewal, your Personal Subscription or Licence shall terminate at the end of your current Term or Renewal (as applicable);
b. a White Label Licence or if your account was set up by us you may terminate your Licence with us at any time by providing at least 14 days’ notice before expiry of your Term in writing or by e-mail sent to the postal or e-mail address provided in these Conditions, such notice to expire at the end of the Term in which we received your notice to terminate. You will have 20 days from the date of termination to download any Resources & Content in your account before your account and its Resources & Content, including any User Generated Content, are erased from our systems.
7. At any time we may give you notice to terminate your Personal Subscription or Licence which shall terminate at the end of the then current Term. We may suspend or terminate your Personal Subscription or Licence in the event that: (i) third party services and network providers cease to make the third party service or network available to us; (ii) you fail to comply with one or more of these Conditions; (iii) we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the ASC Cloud Services (in whole or in part) or (iv) if you have a Personal Subscription and use any of your account Resources & Content, including any User Generated Content, in a commercial capacity (v) you cease carrying on all or significant part of your business; or (vi) a receiver, manager, administrator or administrative receiver is appointed over all or any part of your undertakings, assets or income. On termination for any reason, our rights and liabilities accruing or accrued prior to the termination shall not be affected. These Conditions shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after expiry or termination.
8. You acknowledge that during any Free Trial, the ASC Cloud Services may have certain restrictions and limited functionality. On expiry of the Free Trial, you will have the option to either (i) continue access to ASC Cloud Services by paying the Fees (as appropriate depending on whether you require a Licence or Personal Subscription; or (ii) cease access to and use of the ASC Cloud Services. We reserve the right to modify, cancel and/or limit any Free Trial offer at any time.
9. You shall ensure that any content you create within your account (including your User Generated Content), information, comments, images, third party URL links, documents, multimedia files, videos or other material whatsoever in any format (“Submissions”) submitted by you to the ASC Cloud Services or otherwise received from you by us shall not be deemed to be offensive, illegal, inappropriate or that in any way: (i) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) displays pornographic or sexually explicit material; (iv) promotes any conduct that is abusive, threatening, obscene, defamatory or libellous; (v) promotes any illegal activities; (vi) provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses; (vii) promotes or contains information that you know or believe to be inaccurate, false or misleading; (viii) engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent; (ix) contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the ASC Cloud Services; or (x) infringes any intellectual property rights or any other proprietary rights of any third party.
10. You hereby grant, and procure that any Sub-User grants, to us a nonexclusive, worldwide and royalty free licence to use your Submissions and all other materials submitted by you or any Sub-User to copy, host and retain for archiving purposes as required to provide you with the ASC Cloud Services. You warrant and represent: (i) that you own, are licensed or otherwise have a right to use any and all the intellectual property rights in any Submissions; (ii) the Submissions do not and will not contravene or breach any applicable law, regulation code of practice or directive; (iii) the Submissions and its use through the ASC Cloud Services do not and will not infringe any right, title or interest (including any intellectual property rights) of any third party. We reserve the right to remove any Submission at any time where we believe it is in breach of this clause 10 or these Conditions.
11. You further agree that at all times, you shall, and procure that any Sub-User shall: (i) not allow any other person to use your account details; (ii) not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the ASC Cloud Services; (iii) not use the ASC Cloud Services, the Resources & Content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties; (iv) not use any information obtained using the ASC Cloud Services otherwise than in accordance with these Conditions; (v) comply with all our instructions and policies from time to time in respect of the Website and your use of the ASC Cloud Services; (vi) co-operate with any reasonable security or other checks or requests for information made by us from time to time; and (vii) use the information made available to you, or the Sub-User using the ASC Cloud Services and on the Website at your, or their, own risk.
12. You shall: (i) promptly notify us in the event of a breach of security or any unauthorised use of account details; (ii) ensure all Sub-Users of your account keep confidential their account details; (iii) not access the ASC Cloud Services by any means other than through the interface that we provide; (iv) be liable for all access to and use of the ASC Cloud Services (including the activities of your Sub-Users) whether authorised by you or not.
13.You agree that in the event of any dispute of any nature that may arise between you and us, these Conditions shall be governed by and construed exclusively in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.
14.The ASC Cloud Services and the Resources & Content therein is provided “as is” and without warranties of any kind either express or implied. We do not warrant that the functions contained in the ASC Cloud Services will be uninterrupted or error-free, that defects will be corrected, or that it is free from viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the use of the ASC Cloud Services (including Resource & Content such as our Session Template software™, or our pre-built downloadable content, which includes our Academy Sessions and Coaching Drills/Practices and downloadable Coaching Journals in our online shop), in terms of its fitness for any particular purpose, correctness, accuracy, reliability or otherwise. The ASC Cloud Services are provided solely for coaching and information purposes and do not constitute any form of encouragement for you to engage in hazardous activities.
15. Subject to clause 16, the extent of our liability under or in connection with your applicable Personal Subscription or Licence (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 15. Our maximum aggregate liability howsoever arising under or in connection with your Personal Subscription or Licence shall not exceed the equivalent of the Fees you paid us for one year's Personal Subscription or Licence (as applicable). Further, we shall not be liable for consequential, indirect or special losses, or any of the following (whether direct or indirect): (i) loss of profit; (ii) loss of or corruption to data; (iii) loss of use; (iv) loss of production; (v) loss of contract; (vi) loss of opportunity; (vii) loss of savings, discount or rebate (whether actual or anticipated); (viii) harm to reputation or loss of goodwill. Notwithstanding any other provision of these Conditions, the liability of the parties shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by applicable law.
16. If you are considered a “consumer” pursuant to applicable law, the extent of our liability under or in connection with your Personal Subscription shall be as set out in this clause 16. We shall not be responsible for any losses suffered by you which were not reasonably foreseeable to be incurred by you or us and could not have been reasonably foreseeable by you or us at the start of your Personal Subscription, whether such losses resulted from our failure to use reasonable skill and care, our failure to comply with these Conditions or otherwise. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the start of your Personal Subscription. Subject to clause 17, if we fail to comply with these Conditions or fail to use reasonable skill and care, we shall be responsible for losses that you suffer and which are a reasonably foreseeable consequence of our failure to comply with these Conditions or our failing to use reasonable skill and care.
17. If you suffer loss or damage that is a foreseeable result of our breaching these Conditions, our failing to use reasonable care and skill or otherwise, the maximum amount you may claim from us shall be limited in the aggregate to the Fees paid by you to us under your Personal Subscription).
18. If you have a Free Trial, we shall have no liability for any claims howsoever arising under or in connection with the Free Trial. Further, we shall not be liable for any direct, indirect, incidental, special or consequential damages including loss of profits and goodwill, business or business benefit even if advised of the possibility of such damages. You acknowledge and agree that such an exclusion of liability is appropriate to the nature of a licence for the Free Trial, which is provided for trial purposes. Notwithstanding any other provision of these Conditions, the liability of the parties shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by applicable law.
19. Any reference to any specific commercial product, process, or service (or provider of such product, process or service) by trade name, trademark, hyperlink, or otherwise, does not constitute or imply an endorsement or recommendation on our part. Any opinions, advice, statements, services, offers or other information expressed or made available by third parties, including information providers, users or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect our views.
20. We have dedicated substantial resources to the development and protection of our intellectual property portfolio, and it is our policy to pursue any infringements to the fullest extent of the law where necessary.
21. All copyright and other intellectual property rights in the ASC Cloud Services and the Resources & Content (including our Session Template™ software, Interactive Session Plans™, Academy Sessions, Coaching Practices, Drills and Coaching Journals (all coaching content), videos, data, graphics, photographs and moving images) is owned by us. Such intellectual property rights shall include all registered and unregistered intellectual property rights of any type or nature including trademarks and community marks. You agree that you will not infringe our copyright by any method or manner now known or as may exist in the future. The Session Template™ software for Football, Futsal, Disabled Football, Multi-Sports, Rugby and Basketball, and the sessions created on them, and the artwork within them, Interactive Session Plans™, PDF Academy Sessions, Coaching Practices, Drills and Coaching Journals (all coaching content), videos, data, graphics, photographs and moving images, drawings, depictions, layouts, artistic works and derivative works disseminated by us in whatever medium (“The Copyright Works”) are also protected by copyright pursuant to UK and European copyright laws, international conventions and other copyright laws and are owned or controlled by us. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Website and in any of The Copyright Works. Unauthorised copying or storing or resale of any part of the ASC Cloud Services or any of our software and accompanying resources or any derivative work is expressly prohibited without our prior written consent or the permission of the copyright holder as identified on this Website. You agree not to modify the Copyright Works in any manner or form, or to use modified versions of the Copyright Works, including (without limitation) for the purpose of obtaining unauthorised access to the ASC Cloud Services. You agree not to access the ASC Cloud Services by any means other than through the interface that we provide.
22. Where you have selected a Personal Subscription, we grant you a nonexclusive and non-transferable licence to the use of the ASC Cloud Services for your own personal, non-commercial use. Failure to comply with this clause 22 may result in the suspension or termination of your account.
23. Where you have selected a Commercial Licence or a White Label Licence, we grant you a non-exclusive and non-transferable licence to use the ASC Cloud Services for your own internal business purposes only. Any Sub-Users you permit to access the ASC Cloud Services must be acting for your benefit and on your behalf, and you acknowledge that you shall be responsible for all use of the Resources & Content by your Sub-Users and shall ensure that these Conditions are brought to the attention of all your Sub-Users. You shall be liable for breach of these Conditions by a Sub-User provided access under your licence as if it were a breach by you. We reserve the right to suspend the access of any Sub-User we believe, acting reasonably, is not using the ASC Cloud Services for your benefit and on your behalf.
24. Your White Label Licence will involve customisations bespoke to you or your organisation. All customisations and enhancements to the ASC Cloud Services created and/or delivered by us or on our behalf shall be deemed to be part of the ASC Cloud Services licensed hereunder, and ownership thereof shall vest in us absolutely upon creation. To the extent customisations involve the incorporation of your trademarks, service marks, trade names, logos or other words or symbols (“Your Trademarks”), you hereby grant to us a non-exclusive right to use Your Trademarks for the purpose of performing your customisations and providing the ASC Cloud Services. We acknowledge that Your Trademarks are and will remain your exclusive property.
25. Regardless of the type of Licence, you shall not, and shall procure that your Sub-Users (where applicable) shall not, except as expressly permitted in these Conditions: (i) modify, translate, create or attempt to create derivative copies of or copy the ASC Cloud Services in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the ASC Cloud Services to source code form; (iii) distribute, sub-licence, assign, share, or otherwise transfer the ASC Cloud Services or your right to use the ASC Cloud Services.
26. We shall use reasonable endeavours to make the ASC Cloud Services available to you and the Sub-Users at all times, but we cannot guarantee an uninterrupted or fault free service. Our ability to provide the ASC Cloud Services may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions and local physical obstructions. We shall take reasonable action to minimise the disruption caused by such circumstances but you acknowledge, agree and accept that some such interruptions may not be avoidable. We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our ASC Cloud Services. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
27. As part of your use of the ASC Cloud Services you may store, access or otherwise use any content you have created using our resources, which you may also share via third party social media and APIs, provided always that such sharing or publication is not connected in any way with any commercial use of any kind without a licence from us that supports commercial use. Further, such use may also be subject to the separate terms of third parties relating to the use of such social media or APIs, and we therefore accept no liability that may arise in connection with your use of third party social media or APIs. Where there is any conflict between our Conditions and those of third party providers, our Conditions specifically in relation to our intellectual property shall prevail. We retain the right at any time to access your account on the ASC Cloud Services to monitor your use of our digital assets on third party social media and APIs to ensure that you are complying with our Conditions.
28. We reserve the right to make changes to the ASC Cloud Services and/or Resources & Content or any part thereof, from time to time at our sole discretion, which may involve adding, removing, modifying and/or varying any features or functionalities of ASC Cloud Services.
29. By accepting these Conditions you expressly acknowledge that any reliance on the ASC Cloud Services or the Resources & Content is purchased at your own risk and that we are not responsible for the consequences of any actions that you may take, or refrain from taking, as a result of the ASC Cloud Services or the Resources & Content.
30.We offer support services for the duration of the Term in respect of your use of ASC Cloud Services, which comprises of:
a. advice on access and use of ASC Cloud Services;
b. diagnosis of interruptions to ASC Cloud Services (“Fault”), in each case by utilising our support ticket system: support.asccloud.com
31. The provision of support services are subject to the relevant hardware, operating system and version of web browser you use to meet the minimum system requirements needed to access the ASC Cloud Services, which are the most recent version, or the immediately preceding version of the following Web Browsers; Google Chrome, Safari, Firefox, Microsoft Edge. 32.Fault diagnosis is subject to you or any Sub-User providing a clear and accurate description of any Fault requiring support, including the circumstances in which it arose, the area to which the Fault relates and any other information reasonably required by us to remedy the Fault.
33. Subject to receiving a description in accordance with clause 32 above, we shall use our reasonable efforts to resolve the Faults within a reasonable time following receipt of your or a Sub-User’s request pursuant to clause 32.
34. We do not provide support services for the diagnosis and rectification of any Fault resulting from:
a. use of the ASC Cloud Services other than in accordance with these Conditions;
b. a fault in your or a third party’s software, web browser, hardware, network connections or application or any upgrade in respect thereof; or
c. a fault in the equipment or in any other software operating in conjunction with or integrating with the ASC Cloud Services.
35. You shall procure that any Sub-Users will have received appropriate information and training about the relevant hardware, operating system and web browser used to access the ASC Cloud Services.
36. As part of the ASC Cloud Services, you will be granted access to the Resources & Content. The Resources & Content you are granted access to will be dependent on the type of Personal Subscription or Licence you have and as further set out on our Website.
37. Unless otherwise expressly set out to the contrary, all intellectual property rights in the Resources & Content shall remain exclusively with us and/or our licensors.
38. You shall not, and shall procure that Sub-Users shall not, save as permitted by the ASC Cloud Service:
a. reproduce, copy, edit, transmit, upload or incorporate into any other materials, any of the Resources & Content;
b. exploit, distribute or sub-licence the Resources & Content to any third party; or
c. remove any copyright and/or other proprietary notices applicable to the Resources & Content.
39. Depending on your type of Personal Subscription or Licence, you may create your own resources using the Resources & Content though the ASC Cloud Services (“User Generated Content”). You may download non-editable copies of your User Generated Content created through the ASC Cloud Services in PDF and standard image format (PNG and JPG) for storing and access outside of the ASC Cloud Services.
40. Upon termination of your Personal Subscription or Licence, you may continue to use your non-editable copies of the User Generated Content you have previously created through the ASC Cloud Services for your own noncommercial purposes. You shall notify us prior to any distribution or publication of your User Generated Content.
41. If you have a White Label Licence, in consideration for payment of additional fees to us, we may create customisations, edits and/or enhancements to the Resources & Content on your behalf. All customisations, edits and/or enhancements to the Resources & Content created and/or delivered by us or on our behalf shall be deemed to be part of the Resources & Content licensed hereunder as part of the ASC Cloud Services and ownership thereof shall vest in us absolutely upon creation.
42. To the extent that customisation includes any trademarks, service marks, trade names, logos or other words or symbols (“Customer Trademarks”), you hereby grant us a non-exclusive right to use such Customer Trademarks for the purpose of performing the customisation services. We acknowledge that the Customer Trademarks are and will remain the exclusive property of the Customer.
43.The Personal Subscription and Licences are subject to payment of charges, as set out on the Website or advised by us from time to time (“Fees”). You shall pay Fees in advance using your credit card, debit card, or any other acceptable method of payment, as set out on the Website. We reserve the right to withhold or cease provision of the ASC Cloud Services where payment has not been received. Save as otherwise expressly stated in these Conditions, all Fees are non-refundable.
44. In order to automatically renew your Personal Subscription or a Commercial Licence which has not been set up by ASC, we shall automatically charge you for the relevant Fees by using the details of your debit or credit card which you used to pay for the first Term. If your payment method has changed since your last use on the Website, we may not be able to automatically renew your Personal Subscription or Licence and we reserve the right to terminate your use of ASC Cloud Services. Payment of Renewals for Commercial Licences which have been set up by us and Renewals for White Label Licences shall be invoiced one month prior to the start date of your Renewal, at the prevailing rate for the term of your licence, payable within 30 days of the date of the invoice.
45. We reserve the right to change the Fees and to institute new charges at any time upon thirty (30) days’ prior notice to you (which may be sent by email).In the event that we cannot obtain payment of Fees by the applicable due date, we reserve the right to terminate your Personal Subscription or Licence, close your account and erase all saved content therein within thirty (30) days. Similarly if you breach any of these Conditions we reserve the right to cancel your Personal Subscription or Licence, terminate your access to the ASC Cloud Services, close your account and erase all saved content therein immediately and without notice to you and without liability to you. If you believe we have invoiced you incorrectly, you must contact us no later than 30 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. E-mail enquiries and cancellation requests should be directed to our Customer Services department at: email@example.com .
46. In the event that you buy any goods or services using this Website you will be bound by such terms as are notified by us to you in the same areas as such goods or services appear.
47.We may alter or amend our Conditions by giving you reasonable notice. By continuing to use the ASC Cloud Services after expiry of the notice period, or accepting the amended Conditions (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Conditions. If, on receipt of such notice, you wish to terminate your access to the ASC Cloud Services, you may do so by giving us not less than 7 (seven) day's written notice, (which may be by e-mail), such termination to take effect on the date upon which the amended Conditions would otherwise have come into effect.
48.Goods shall be treated as being “non-returnable” where the goods are a custom order or have been personalised at your request; e.g. White-label accounts and Session Template software™, customised Interactive Session Plans™ and Digital Coaching Forms, customised coaching content, including our Club Curriculums as well as all audio or video recordings or computer software.
49.The order from you to us for the supply of personalised or custom-made services cannot be cancelled once made and accepted and are not refundable in the absence of proof of defects.
50. You will be responsible for all risks in the goods of whatever nature that arise following download, save for any inherent defects in the goods.
51. These Conditions are between you and us and not any third party, and these Conditions are not intended to confer any rights of any nature upon any party other than you and us and our legal associates.
53 .If you have any queries or concerns relating to this Website or our products or services or these terms and conditions please forward your query to the following email address: firstname.lastname@example.org.
54. If the Website facilitates you sending us information, images, comment or data of any nature by email or otherwise which is then displayed on any notice board, open discussion forum or similar communally accessible and interactive site, you must ensure that such material is not defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights or actionable in law in any jurisdiction. In the event that you do post such material on this Website, such consequences that may directly or indirectly follow will be entirely your responsibility and not ours, and you agree to indemnify and hold us harmless from any action or consequences that may arise in such circumstances.
55 .In the event that we receive any material from you that in our view (whether reasonable or unreasonable) is potentially actionable or otherwise objectionable, we reserve the right to withdraw the material without notice or reason, and without giving rise to any claim by you against us for so doing.
56. All information that you supply to us under any circumstances shall be to the best of your knowledge and belief, true and accurate, and not misleading in any manner.
57. The following terms shall have the same meaning as EU General Data Protection Regulation 2016/679 and all other successor legislation and regulations thereto (“Data Protection Laws”): (i) personal data; (ii) data controller; (iii) data processor; (iv) data subject; (v) process and processing; (vi) supervisory authority.
58. Where you have a Commercial Licence or a White Label Licence and we process personal data received from you in connection with the performance of our obligations under these Conditions (“Protected Data”) on your behalf acting as a data processor, the below clauses 59 to 66 shall apply.
59. In relation to the processing of Protected Data on your behalf, you and us acknowledge and agree that:
a. you are the data controller; and
b. we are the data processor; in relation to the processing.
60. You shall comply with all Data Protection Laws in connection with the collection, storage and processing of your Protected Data (which shall include you providing all of the required fair processing information to, and obtaining all necessary consents from, data subjects), and the exercise and performance of your respective rights and obligations under this clause 60, including all instructions given by you to us and maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws.
61. In relation to the processing of Protected Data under these Conditions, we shall:
a. process your Protected Data only on and in accordance with your documented instructions as set out in this clause 61 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
b. ensure that persons authorised to process the Protected Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
c. take all measures required pursuant to Article 32 of the GDPR;
d. promptly refer all data subject requests we receive to you and, 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 obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;
e. assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR, taking into account the nature of processing and the information available to us and only in the event you cannot reasonably be expected to comply with the requirements of Article’s 32-36 without our information and/or assistance; (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance to you;
f. at your choice, delete (and confirm such deletion in writing) or return all the Protected Data to you after the end of the provision of services relating to processing, and delete existing copies unless applicable law (including compliance with any regulatory or reporting requirements) or any ongoing business need requires retention and storage of the Protected Data, in which case the Protected Data will be retained in line with our data retention policies and practices;
g. make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 30 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.
h. we shall take reasonable steps to ensure the reliability of anyone who we allow to have access to your Protected Data, ensuring in each case that access is limited to those individuals who need to know / access the relevant Protected Data, as necessary for the purposes of the Conditions; and
i. we shall notify you without undue delay and if possible within 24 hours upon us or any sub-processor becoming aware of a personal data breach affecting your Protected Data, providing you with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
62. You hereby give us consent to engage another data processor for processing of Protected Data on your behalf (“Sub-processor”). We shall inform you before transferring any Protected Data to a new Sub-processor. Following receipt of such information you shall notify us if you object to the new Subprocessor. If you do not object to the Sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the Sub-processor. If you have raised a reasonable objection to the new Subprocessor, and the parties have failed to agree on a solution within reasonable time, you shall have the right to terminate these Conditions with a notice period determined by you, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any Protected Data to the Sub-processor.
63. We shall enter into appropriate written agreements with all of our Subprocessors on terms substantially similar to these Conditions. We shall remain primarily liable to you for the performance or non-performance of the Sub-processor’s obligations.
64. Upon your request, we are obliged to provide information regarding any Sub-processor, including name, address and the processing carried out by the Sub-processor.
65. We will not transfer your Protected Data to a country outside of the European Union which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer by us of your Protected Data is effected by such legally enforceable mechanism(s) for transfers of Protected Data as may be permitted under Data Protection Laws from time to time.
66. Data Protection Particulars:
i. Scope of processing. We shall process personal data exclusively within the scope of the provision of the ASC Cloud Services.
ii. Purpose of the processing. We shall process Protected Data only for the purposes of enabling you to use and obtain the benefit of the ASC Cloud Services we provide under these Conditions.
iii. Categories of data subjects. Employees, players.
iv. Types of personal data. Information collected by us: Title, First Name, Last Name, Email Address, Telephone Number, City/ Region/ Country of residence.
v. Processing activities. How we use the Protected Data. For the purpose of collecting and storing in order for you to access the Protected Data through the ASC Cloud Services. As required to erase or destroy personal information.
vi. Duration of the processing. Personal data shall not be processed for a period longer than is necessary for serving its purpose.
67. Please take full responsibility for your own security and do not under any circumstances disclose your bank details, credit card details, your personal user name or password or other such information to any other person unless you are confident that the information will not be misused.
68.Please also ensure that you do not leave your personal computer unattended while it is in operation unless it is safe to do so, and be aware that people often use public forums and chat rooms as a means of exploiting others and obtaining personal information about you.
69. If we fail at any time to insist upon strict performance of our obligations under these Conditions, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Conditions, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
70. You shall comply with all foreign and local laws and regulations which apply to your use of the Website in whatever country you are physically located, including without limitation, export control laws and regulations.
71. Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch whenever such clauses are removed.
72 .A waiver by us of any default shall not constitute a waiver of any subsequent default.
73. ASC shall have the right to disclose the contents of any press release or publicity of any aspect or the existence of the business relationship contemplated by these Conditions.
74. No waiver by us of any of the Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
75. All notification and communication to us should be sent to the contact details set out in clause 53 above) or the contact details given by you in the online registration form on the Website. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by e-mail on completion of its transmission.
76. If any of these Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
77. These Conditions represent the entire agreement between you and us in respect of your use of the ASC Cloud Services and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
78. You acknowledge that in entering into these Conditions, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out within these Conditions
79. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by an Event Outside Our Control.
80. An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
81. If an Event Outside Our Control takes place that affects the performance of our obligations under these Conditions:
a. we will contact you as soon as reasonably possible to notify you; and
b. our obligations under these Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects your ability to access the ASC Cloud Services, we will rectify this as soon as reasonably possible after the Event Outside Our Control is over.