1. Introduction
These Subscription Terms are a contract between you and Quarter Pro Limited a company incorporated in England and Wales with company number 11097379 and registered office at 1 Hassocks Road, London United Kingdom SW16 5EU (referred to as we or our).
References to you or your are to the individual accessing the Services.
2. Definitions and Interpretation
2.1 In these Subscription Terms, the following words have the following meanings:
Fee: the fee due for the Match Services and, if we are the Match Organiser, for participation in the Match;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Match: a football match including a match that is part of a league, a tournament, a friendly/group booking, a party, and/or an away-day match;
Match Organiser: a venue owner or other organiser of a Match, but for an away-day or a party Match, we may be the match organiser. If there is any dispute as to who is the Match Organiser the final decision will be ours;
Match Services: the filming of the Matches to create the Recorded Content and the compilation of the Statistical Content;
Online Services: content relating to player information, Recorded Content, Statistical Content on the Website together with the provision of access to such content;
Personal Data: any data that relates to an identified or identifiable individual;
Recorded Content: all photographs, videos and other recorded content that we make of the Matches;
Statistical Content: passes successful, passes unsuccessful, shots on target, shots off target, players beaten, assists, goals, own goals, tackles/interceptions/blocks, saves, man of the match and comments;
Team: the team that you play for featured on the Website;
User Content: any content that you provide to us or that we access through social media platforms and that relates to us or our Website;
Venue: the location for the Match;
Website: the website located at www.quarterpro.co.uk and subdomains of that website and/or any other website notified to you; and
Working Day: a day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and in the plural include the singular.
2.3 The headings shall not affect the interpretation of these Subscription Terms.
2.4 References to Conditions are references to the numbered provisions of these Subscription Terms.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
3. How to Subscribe
3.1 To apply to subscribe to the Online Services, one player from a Team needs to register on the Website and create an account. If the player is the first to register from the Team, that player must also register the Team. Thereafter, other members of the Team can then set up a Quarter Pro account within to the Team's account.
3.2 You warrant that all information provided during the subscription process is accurate and complete, and you shall keep the information accurate and up to date.
3.3 You are responsible for choosing a secure password to access the Online Services and you must keep your password confidential. We are not liable for any losses or damages that may be suffered or incurred by you as a result of your failure to keep a password confidential or from intentionally sharing a password. You are solely responsible for all activities that occur within your Quarter Pro account, and you must notify us immediately if you suspect there has been unauthorised access to or use of your Quarter Pro account and provide all reasonable assistance to bring an end to such unauthorised access or use.
4. Matches
4.1 If we are not the Match Organiser, you agree as follows:
(a) You can only participate in a Match if you and your Team have made appropriate arrangements with a Match Organiser.
(b) We provide the Match Services, but arrangements for the Match are made by a Match Organiser.
(c) We are not responsible for the acts and/or omissions of a Match Organiser including their failure properly to organise, host and manage a Match or any postponed or cancelled Match.
4.2 If we are the Match Organiser, you agree as follows:
(a) We shall organise the Match with reasonable skill and care, provided that we do not supply kit (including shin protection) and drinks.
(b) The Fee for the Match is payable in full and is not refundable except in accordance with these Subscription Terms.
(c) We shall provide to you sufficient information relating to the proposed Venue in order that you can ensure that the Venue is of a satisfactory quality and fit for your purposes.
(d) We shall agree the date and time of the Match, together with the Venue on or before payment of the Fee. If following such agreement, you wish to change the date and/or time of the Match, we shall contact the owner of the Venue to see if any changes can be accommodated, but we cannot guarantee that any changes can be made.
(e) If the owner of the Venue requires that the Match is postponed or cancelled, we shall notify you accordingly. If the Match is cancelled, or if you are unable to agree to the revised date and/or time, we shall refund you the Fee in full. We shall have no further liability to you for any postponed or cancelled Match.
(f) If you damage any part of the Venue or other property, and we receive a claim from any third party, including the owner of the Venue as a result, you shall indemnify us and keep us indemnified in respect of all costs, claims, damages, expenses, liabilities and losses that we may incur in respect of such a claim.
(g) Notwithstanding Condition 11, if requested to do so, you shall sign a liability waiver provided by us or the owner or representative of the Venue.
4.3 You shall do your best to attend each Match on time and for the duration of the Match. You acknowledge and agree that:
(a) our ability to provide the Match Services; and
(b) the ability of your Team members and the opposing Team members properly to use the Online Services,
all depends on attendance of all Team members at a Match.
4.4 If a Team is not able to field sufficient numbers of players to participate in a Match and the Match does not take place, then no refund shall be due to that Team and the players in the opposition Team will each be refunded the full Fee paid to us.
4.5 You agree to comply with all rules and regulations of a Venue and the Match Organiser.
4.6 You shall ensure that you have appropriate kit, clothing, footwear and equipment to participate in each Match, and you agree to comply with the rules and decisions of the referee and other match officials.
4.7 If you participate in a Match we shall be entitled to use any Recorded Content of you participating on our Website, social media and all other marketing and promotional materials in any media worldwide without further reference to you.
4.8 You acknowledge and agree that we shall be entitled to use Recorded Content and Statistical Content on our website, social media and all other marketing and promotional materials in any media worldwide without further reference to you. If you link your player account to your player statistics, then your Personal Data, including your name, will also be visible on our website.
4.9 We will maintain a record of your booking history for the Match Services, including details of your previous bookings and payment status for each.
4.10 We reserve the right to exclude any player or Team from the Match Services if we reasonably believe that such player and/or Team is in breach of these Subscription Terms.
5. Online Services
5.1 We grant to you the non-exclusive, non-transferable right to access and use the Online Services for your own purposes. You may not sub-license the right to access and/or use any of the Online Services to any third party. All rights in and to the Online Services and all software relating to the Online Services belong to us or our licensors.
5.2 If you breach any of these Subscription Terms, we reserve the right to temporarily or permanently suspend your access to your Quarter Pro account without notice. We also reserve the right to refuse access to the Online Services to anyone for any reason at any time.
5.3 You must only use the Online Services and the Website for your own lawful purposes in accordance with these Subscription Terms. Without prejudice to the generality of this provision, you shall not, shall procure that your Users shall not, and shall not assist a third party to:
(a) try to undermine, damage or disrupt the security of our Website, associated software, computing systems or networks.
(b) act in a way which could risk overloading, impairing or damaging the Website, and supporting infrastructure.
(c) attempt to gain unauthorised access to any materials or other parts of our infrastructure.
(d) attempt to modify, disassemble, copy or adapt any computer programs used to deliver the Online Services (except strictly to the extent that you are permitted to do so under applicable law not capable of exclusion).
(e) sell, resell, duplicate, reproduce or create any derivate works from any part of the Online Services.
(f) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Online Services;
(g) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Online Services or attempt to gain access to the source code, save to the extent expressly permitted by law and not capable of exclusions.
(h) build a product competitive to the Online Services or otherwise using similar ideas, features, functions of graphics as the Online Services and/or
(i) use the Online Services to provide services to third parties.
5.4 We take reasonable precautions to prevent computer viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other items that may damage the operation of computers or property or otherwise engage in computer misuse ("Malicious Programmes") on the Website but cannot accept any liability for them. You are advised to take precautions against such Malicious Programmes, including the use of suitable protective software.
5.5 You must not misuse the Website by knowingly introducing Malicious Programmes. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
6. Fees, Payment and Refunds
6.1 Registration for the Online Services is free.
6.2 In order to book the Match Services, you must pay the Fee to us. We shall have no obligation to provide the Match Services to you or your Team unless all players in the Team have paid all Fees due in full. For the avoidance of doubt, the Fee for the Match Services is in addition to any fee due from you to participate in a Match which may be payable to us if we are the Match Organiser or to any third party who is the Match Organiser.
6.3 You acknowledge and agree that any credit card and related billing and payment information that you provide to us may be shared with companies who work on our behalf, such as payment processors, solely for the purposes of effecting payment.
6.4 Any discounts for the Match Services communicated in promotional literature can be removed or amended at any given time depending on availability.
6.5 Once you have paid the Fee, you cannot cancel the Match Services without our prior written consent.
6.6 If we are required for any reason to cancel the Match Services, or, where we are the Match Organiser, to cancel the Match, we shall refund you the Fee in full. We shall have no further liability to you for any postponed or cancelled Match or Match Services.
7. Availability
7.1 We shall use reasonable endeavours to make the Online Services available at all times, but you acknowledge that there may be occasions when access to the Online Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
7.2 We provide technical support via email. We try to respond to support requests within 24 hours during UK business hours (9am to 5pm) Monday to Friday, but we do not guarantee a particular response time.
7.3 We reserve the right to remove any content or features from the Online Services for any reason such as any part of the Statistical Content, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances, except to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that you previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.
7.4 7.4 We use reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, but you are strongly advised to take responsibility for your own internet security and install anti-virus software where appropriate.
8. Termination
8.1 We may suspend or terminate your access to the Online Service if you are in breach of these Subscription Terms.
8.2 You may cancel access to the Online Services or change your Team at any time by contacting us at contact@quarterpro.co.uk.
8.3 You agree that if you cancel access to the Online Services, we may delete your Statistical Content and/or Recorded Content from our systems. However, we are under no obligation to do so, and we retain the right to use the Statistical Content and/or Recorded Content in accordance with these Subscription Terms.
9. IP Rights
9.1 All IP Rights in the Online Services, including the Recorded Content and the Statistical Content, are owned by us or our licensors.
9.2 You and/or your licensors shall remain the owner of all IP Rights in the User Content. You grant to us free of charge, a royalty-free, worldwide, non-exclusive licence to use the User Content only to such extent as is necessary to enable us to provide the Course and to perform our obligations under these Subscription Terms. You agree that all tweets that you may post at any time with the hash tag "QUARTERPRO" will automatically appear on our Website.
9.3 You grant to us the right and licence to use your Team name and any associated logo in any and all promotional and marketing materials, including online materials.
9.4 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services infringes the IP Rights of any third party (a Claim). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the part of the Services that is the subject of the Claim.
9.5 On receipt of a notice under Condition 9.4, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services to avoid the infringement.
10. Privacy
10.1 In performing its obligations and exercising its rights under these Subscription Terms, each party shall comply with the requirements of all legislation in force from time to time relating to data protection, including the General Data Protection Regulation 2016/679 and the Data Protection Act 2018.
10.2 We shall process your personal data in accordance with our privacy policy.
11. Disclaimer
11.1 We shall carry out our obligations under the Subscription Terms with reasonable skill and care. However, you acknowledge and agree that:
(a) there are inherent risks involved in participating in a Match and you knowingly and freely assume all such risks and take responsibility for all injuries and damage you may sustain due to participation in a match. You release us and our directors from any claim for personal injury, death or damage in relation to your participation in a Match.;
(b) we cannot and do not warrant that you will not suffer any personal injury, death, damage to or loss of property during a Match. We strongly recommend that you have in place appropriate insurance. Nothing in these Subscription Terms limits or excludes our liability for our negligence;
(c) you are healthy, fit and capable of participating in a Match, and in particular you agree that the consumption of alcohol will increase the risk of personal injury and damage to property;
(d) within the Online Services, there may be minor errors. Please notify us of any errors and we shall correct them as soon as possible;
(e) we do not warrant or represent that you will achieve any particular results, outcomes or improvements following your use of the Online Services. The Online Services are for information only and do not constitute advice on how to improve your sporting ability, fitness or playing skills. The Online Services represent only one aspect of how to improve your sporting ability, fitness or playing skills and should not be considered in isolation; and
(f) you should treat with caution any information or comments made by another user. We do not endorse or condone any such information or comments and have no responsibility to you for such information or comments.
12. Liability
12.1 Our liability to you under these Subscription Terms shall be limited to reasonably foreseeable losses that you can demonstrate have arisen as a direct result of your access to the Services and/or the Website. Your consumer statutory rights are not affected.
12.2 Nothing in these Subscription Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
13. Force Majeure
13.1 For the purposes of this Condition 13, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
13.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Subscription Terms by an event of Force Majeure, the affected party's obligations under these Subscription Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
13.3 If performance of any obligation under these Subscription Terms is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Subscription Terms on written notice to the other party.
13.4 The provisions of Condition 13 shall not be relied on in relation to the inability to pay any Fees due under these Subscription Terms.
14. General
14.1 These Subscription Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Subscription Terms will be subject to the exclusive jurisdiction of the English courts.
14.2 If any of the provisions in these Subscription Terms is held invalid or unenforceable then they should be construed to reflect as closely as possible the intentions of those provisions. Any remaining provisions will also still be fully enforceable.
14.3 A party's failure to exercise any of the rights in these Subscription Terms shall not be deemed a waiver of that right. These Subscription Terms supersede any prior agreements between the parties and represents the entire agreement between the parties.
14.4 A person who is not party to these terms has no right to benefit or enforce any of these Subscription Terms. You may not assign or transfer any rights, including your Quarter Pro account, to any other person without our prior written consent.
14.5 Any notice given under these Subscription Terms shall be in writing and shall be served by email to the address for each party notified to the other from time to time. Any such notice shall be deemed to have been received at the time of sending.
Last updated: May 2019