SailOne Terms of Service

These Terms of Service ("Terms") govern your use of the SailOne software platform provided by DigitalOne Software Ltd.

1. About These Terms

These Terms form a legally binding agreement between:

DigitalOne Software Ltd, a company registered in England and Wales under company number 17429558, whose registered office is at Popeshead Court Offices, Peter Lane, York, YO1 8SU, United Kingdom ("SailOne", "we", "us", "our"); and

the club, association or other organisation that subscribes to the Service ("Customer", "you", "your").

If you register for or use the Service on behalf of a club or organisation, you confirm that you have authority to enter into these Terms on its behalf.

"Service" means the SailOne software-as-a-service platform, including its applications, websites, APIs, features and functionality made available under your subscription.

"Customer Data" means data and content submitted to or stored in the Service by or on behalf of the Customer, including personal data processed by SailOne on the Customer's behalf under the Data Processing Agreement ("DPA").

2. Acceptance

You accept these Terms when you:

• Create an account
• Accept these Terms during registration
• Access or use the Service after being notified that these Terms apply

If you do not have authority to accept these Terms on behalf of the Customer, you must not register or use the Service on the Customer's behalf.

The DPA forms part of these Terms where the Customer uses the Service to process personal data on behalf of the Customer.

3. The Service

SailOne provides a cloud-based management platform for sailing, sports, leisure and similar clubs.

Depending on the subscription plan and features enabled, the Service may include functionality for:

• Membership and membership renewals
• Payments
• Boats and boat-space management
• Racing and race results
• Events and calendars
• Qualifications and certifications
• Duty and volunteer rosters
• Facility and resource bookings
• Club websites and website forms
• Communications
• Reports and exports
• Other functionality introduced from time to time

The features available to you depend on your subscription plan.

We may improve, update, modify or replace features from time to time. We may also make changes required for security, legal, technical or operational reasons.

We will not materially reduce the core functionality of a paid Service without giving reasonable notice where reasonably practicable.

4. Account and Administrators

The Customer is responsible for:

• Providing accurate registration and account information
• Keeping account information up to date
• Maintaining the confidentiality of administrator credentials
• Controlling who has administrator access
• Ensuring that administrators and authorised users use the Service appropriately
• Promptly removing access for people who are no longer authorised

You must not share individual login credentials between users.

You are responsible for activity carried out through your account, except where caused by SailOne's breach of these Terms or a security incident for which SailOne is responsible.

5. Subscription and Fees

The Service is provided on a subscription basis.

The applicable subscription fee, billing frequency and included features are shown when you subscribe or in your applicable order or subscription information.

Unless otherwise stated:

• Subscription fees are payable in advance
• Fees are exclusive of VAT and other applicable taxes
• Subscriptions automatically renew for successive billing periods unless cancelled before renewal
• Payments are processed using Stripe or another payment provider made available by SailOne

You authorise SailOne and its payment provider to charge the applicable subscription fees using your selected payment method.

5.1 Free Trials

Where offered, new accounts may receive a free trial of 14 days.

The trial period, any applicable payment details requirement and the date on which paid billing begins will be stated when the trial is started.

Unless otherwise stated, a trial does not create an obligation to purchase a paid subscription.

5.2 Failed Payments

If a subscription payment fails or is not made by the renewal date, we may notify you and allow a grace period of 14 days during which the Service remains available while the payment is resolved.

We may suspend access to the Service if the subscription remains unpaid after the grace period.

We may also recover reasonable costs associated with overdue payments where permitted by law.

5.3 Price Changes

We may change our subscription prices from time to time.

We will provide reasonable advance notice of any increase that affects your existing subscription. Unless otherwise stated, a new price will apply from the next renewal period following the effective date.

You may cancel your subscription before an increased price takes effect. If you do not cancel before the renewal at which the new price first applies, the new price will apply from that renewal.

6. Cancellation

You may cancel your subscription through the Service or by contacting us using the details provided in these Terms.

Unless otherwise stated:

• Cancellation takes effect at the end of the current paid billing period
• You will continue to have access to the Service until that date
• Cancellation does not normally entitle you to a refund of fees already paid for the current billing period

Nothing in these Terms excludes or limits any right to a refund or cancellation that cannot lawfully be excluded.

7. Refunds

Subscription fees are generally non-refundable except:

• Where required by law
• Where we have made a billing error
• Where expressly stated in your subscription terms
• Where we choose to provide a refund at our discretion

8. Customer Responsibilities

You are responsible for your use of the Service and must:

• Comply with applicable laws and regulations
• Provide accurate information
• Obtain any permissions and consents required for information you submit
• Ensure that your use of the Service has an appropriate legal basis where required
• Comply with applicable data protection law
• Ensure that information published through the Service is accurate and appropriate
• Ensure that you have the necessary rights to upload, store or publish Customer Data and other content
• Use the Service only for legitimate club or organisational purposes
• Ensure that your administrators and authorised users comply with these Terms

You must not use the Service to:

• Commit or facilitate unlawful activity
• Infringe another person's intellectual property, privacy or other rights
• Upload malicious software
• Attempt to gain unauthorised access to the Service or its infrastructure
• Interfere with the operation or security of the Service
• Reverse engineer, decompile or disassemble the Service except where applicable law expressly permits this
• Copy or reproduce the Service other than as permitted by these Terms
• Resell or commercially exploit the Service without our written permission
• Circumvent usage limits, security controls or access restrictions

9. Club Responsibilities

The Service is an administrative and management tool.

The Customer remains responsible for its own:

• Membership rules and decisions
• Eligibility decisions
• Safety procedures
• Sailing and racing decisions
• Qualifications and certification decisions
• Facility and boat-space allocation decisions
• Event management
• Communications with members
• Legal and regulatory obligations
• Policies and procedures

SailOne does not determine whether a person is qualified, permitted or safe to participate in a particular activity.

10. Club Websites

Where the Service allows the Customer to create or operate a public-facing club website, the Customer is responsible for:

• The content published on the website
• Ensuring that it has rights to publish that content
• Ensuring that the website's privacy notice and other legal notices are appropriate
• Deciding what personal information is published
• Responding to enquiries submitted through club forms
• Complying with applicable laws relating to the website

SailOne provides the technical platform but does not control the Customer's website content or the purposes for which the Customer uses information collected through it.

11. Payments

Where the Service enables the Customer to collect payments from its members or other users, the Customer remains responsible for:

• Setting prices
• Determining what payments are due
• Deciding when refunds are appropriate
• Communicating its payment terms
• Resolving disputes concerning its charges
• Complying with applicable laws relating to its sales or membership fees

Payment card and payment-method information may be processed directly by Stripe or another payment provider. SailOne does not intend to store full payment-card details in its own systems.

The payment provider's own terms and privacy notice apply to its processing.

12. Customer Data

You retain ownership of Customer Data.

You grant SailOne a limited, non-exclusive right to host, store, copy, transmit, modify and otherwise process Customer Data to the extent reasonably necessary to provide, secure and maintain the Service and to comply with our legal obligations.

Where Customer Data contains personal data processed by SailOne on your behalf, that processing is governed by the DPA.

Identifiable Customer Data is used only to deliver, secure and support the Service and as instructed under the DPA. SailOne may separately create and use aggregated or anonymised information derived from use of the Service for purposes such as analytics, security, service improvement and business planning, provided that the resulting information does not identify an individual or the Customer.

13. Intellectual Property

SailOne and its licensors own all rights in the Service, including its software, technology, design, interfaces, documentation, functionality and trademarks.

Except for the limited right to use the Service during your subscription, these Terms do not transfer any intellectual property rights to you.

You must not remove or alter proprietary notices included in the Service.

14. Availability and Maintenance

We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability.

The Service may occasionally be unavailable because of:

• Planned maintenance
• Emergency maintenance
• Security measures
• Infrastructure failures
• Third-party service failures
• Internet or telecommunications failures
• Circumstances outside our reasonable control

Where reasonably practicable, we will provide advance notice of planned maintenance.

15. Security

We maintain technical and organisational measures designed to protect the Service and Customer Data against unauthorised access, loss, destruction and other security risks.

No internet-based service can be guaranteed to be completely secure.

The Customer is responsible for maintaining the security of its own administrator accounts and devices.

16. Support

We provide support through the channels and during the hours made available for your subscription plan.

We may publish support documentation and operational guidance from time to time.

Unless a separate service level agreement applies, we do not guarantee a particular response or resolution time.

17. Third-Party Services

The Service may integrate with or depend upon third-party services, including payment, cloud infrastructure, email and other service providers.

Those services may have their own terms and privacy notices.

SailOne is not responsible for failures caused solely by a third-party service outside our reasonable control, although we will take reasonable steps to restore affected functionality where practicable.

18. Confidentiality

Each party must keep confidential information received from the other party confidential and must not use or disclose it except:

• To perform its obligations under these Terms
• To exercise its rights under these Terms
• To employees, contractors, professional advisers or suppliers who need to know it and are subject to appropriate confidentiality obligations
• Where disclosure is required by law

19. Suspension

We may temporarily suspend access to all or part of the Service where reasonably necessary:

• To protect the security or integrity of the Service
• To prevent unlawful or fraudulent activity
• To address a serious security risk
• To comply with law
• Because of a serious breach of these Terms
• Because of a materially overdue payment

Where reasonably practicable, we will notify you before suspension and restore access once the relevant issue has been resolved.

20. Termination

Either party may terminate the agreement where the other party materially breaches these Terms and fails to remedy the breach within 14 days after receiving written notice.

We may terminate immediately where reasonably necessary because of:

• Unlawful activity
• Fraud
• A serious security threat
• Repeated material breaches
• Circumstances where continued provision of the Service would expose SailOne to material legal or security risk

On termination, your right to use the Service ends.

21. Data Following Termination

Following termination, Customer Data will be handled in accordance with the DPA.

Unless otherwise agreed, the Customer will have 90 days following termination to access or export Customer Data, subject to any suspension or termination arising from security, legal or other exceptional circumstances.

After that period, Customer Data may be deleted in accordance with the DPA and our normal backup and deletion processes.

SailOne may retain information that it is legally required to retain or that it processes independently as a controller, in accordance with its Privacy Policy.

22. Changes to These Terms

We may update these Terms from time to time.

For material changes, we will normally provide at least 30 days notice by email, through the Service or by another reasonable means.

Changes may take effect sooner where required for legal, security or urgent operational reasons.

If you continue to use the Service after the effective date of updated Terms, you will be deemed to have accepted the updated Terms, except where applicable law requires a different process.

23. Force Majeure

Neither party will be responsible for failure or delay in performing its obligations where that failure or delay results from circumstances beyond its reasonable control, including natural disasters, war, terrorism, industrial disputes, government action, widespread internet or telecommunications failures, major cyber incidents or failures of third-party infrastructure.

This does not affect payment obligations for amounts already due.

24. Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the preceding paragraph, SailOne's total aggregate liability arising out of or in connection with the Service or these Terms will not exceed the fees paid or payable by the Customer for the Service during the 12 months immediately preceding the event giving rise to the claim.

SailOne will not be liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business, loss of anticipated savings or business interruption, except to the extent such loss forms part of a liability that cannot lawfully be excluded.

Nothing in this section limits any liability or obligation that is expressly stated to apply under the DPA, except to the extent a different limitation is expressly agreed in writing.

25. Data Protection

The Customer is generally the controller of personal data relating to its members and other individuals whose information it submits to the Service.

SailOne acts as processor for such personal data where SailOne processes it on the Customer's documented instructions.

The parties' obligations in relation to that processing are set out in the DPA.

SailOne may separately act as an independent controller for personal data it processes for its own purposes, including account administration, billing, security, support and legal compliance. That processing is governed by the SailOne Privacy Policy.

26. Notices

We may provide notices to you through the Service, by email to an administrator's registered email address, or by another reasonable electronic method.

You must keep your account contact information up to date.

Legal notices to SailOne should be sent to:

legal@sailone.co.uk

27. Assignment

You may not assign or transfer these Terms without our prior written consent, except as part of a bona fide transfer of substantially all of your business or assets where the transferee agrees to be bound by these Terms.

We may assign or transfer these Terms as part of a merger, acquisition, corporate restructuring or sale of all or part of the business, provided that this does not materially reduce your contractual rights.

28. General

These Terms, together with the DPA and any applicable order or subscription details, constitute the entire agreement between the parties concerning the Service.

If a provision is found to be unenforceable, the remaining provisions will continue in effect.

A failure to enforce a provision does not constitute a waiver of that provision.

Nothing in these Terms creates a partnership, joint venture or agency relationship between the parties.

A person who is not a party to these Terms has no right to enforce them, except where applicable law provides otherwise.

29. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over disputes arising out of or in connection with these Terms, subject to any mandatory rights or jurisdiction that cannot lawfully be excluded.

30. Contact